Alcon Inc 6-K, filed Apr 2, 2026
Alcon Inc (ALC)
6-K
2026-04-02
For: 2026-04-02
View Original
Added on
April 10, 2026
About this 6-K
Alcon Inc filed this 6-K on April 2, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 6-K
_________________
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
April 2, 2026
Commission File Number: 001-31269
_________________
ALCON INC.
(Registrant Name)
Rue Louis-d'Affry 6
1701, Fribourg, Switzerland
1701, Fribourg, Switzerland
(Address of principal executive office)
_________________
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20‑F or Form 40-F: Form 20-F ☒ Form 40-F ☐
EXHIBIT INDEX
| Exhibit Number | Description | |||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ALCON INC. | ||||||||||||||
| Date: | April 2, 2026 | By: | /s/ David J. Endicott | |||||||||||
| Name: David J. Endicott | ||||||||||||||
| Title: Authorized Representative | ||||||||||||||
| Date: | April 2, 2026 | By: | /s/ Timothy C. Stonesifer | |||||||||||
| Name: Timothy C. Stonesifer | ||||||||||||||
| Title: Authorized Representative | ||||||||||||||
3
Alcon Publishes Agenda for 2026 Annual General Meeting
•Alcon welcomes its shareholders to its fourth in-person AGM
•Alcon Board of Directors proposes to elect R. Scott Herren as a new independent Board member
•Proposed dividend of CHF 0.28 cash per share
GENEVA, April 2, 2026 – Alcon (SIX/NYSE: ALC), the global leader in eye care, will hold its Annual General Meeting (AGM) on April 30, 2026.
Alcon is pleased to welcome shareholders to its fourth in-person AGM since becoming an independent, standalone company. The company looks forward to hearing directly from its shareholders at this open format meeting.
Alcon's Board of Directors proposes to the AGM to elect R. Scott Herren as a new independent Board member. An accomplished financial executive with thirty-five years of experience, including most recently as the Chief Financial Officer of Cisco Systems, Inc., R. Scott Herren brings to the Board an extensive background in financial planning and strategy, corporate development, operations of global enterprises and internal controls over financial reporting of public companies. He has been a member of the board of directors of Rubrik, Inc. since 2021, where he is Chair of its Audit Committee, and Workiva Inc. since March 2026. Mr. Herren is also a member of the board of the Georgia Tech Foundation. Previously, he was a member of the board of directors of Proofpoint, Inc. from 2016 to 2020. Mr. Herren served as Executive Vice President and Chief Financial Officer of Cisco Systems, Inc. from 2020 until his retirement in 2025. From 2014 until 2020, Mr. Herren served as Senior Vice President and Chief Financial Officer of Autodesk, Inc. Mr. Herren also held financial and operations leadership positions of increasing responsibility at Citrix Systems, Inc. from 2000 until 2014, FedEx Corporation from 1997 to 2000, and IBM Corporation from 1991 until 1997.
The invitation to the AGM, including explanatory information on individual agenda items, will be published in the Swiss Gazette of Commerce on April 2, 2026, and will be available, together with the Say-on-Pay brochure, the 2025 Annual Report (including the 2025 Compensation Report), the 2025 Report on Non-Financial Matters (which is part of the 2025 Social Impact and Sustainability Report) and additional related material, online at https://investor.alcon.com/news-and-events/events-and-presentations/event-details/2025/2025-Annual-General-Meeting-2025-z3OE4BbV8t/default.aspx.
Agenda for Alcon’s AGM
1.Approval of the operating and financial review of Alcon Inc., the annual financial statements of Alcon Inc. and the consolidated financial statements for 2025
2.Discharge of the members of the Board of Directors and the members of the Executive Committee
3.Appropriation of earnings and declaration of dividend as per the balance sheet of Alcon Inc. of December 31, 2025
•If approved by the shareholders, a gross dividend of CHF 0.28 in cash per share will be payable with the first trading day ex-dividend expected to be May 5, 2026 (for shares held through SIX SIS) and May 6, 2026 (for shares held through DTC), the record date expected to be May 6, 2026, and the payout date in Switzerland expected to be on or around May 7, 2026. The Swiss withholding tax of 35% will be deducted from the gross dividend amount. The different ex-dividend dates for shares held through SIX SIS and through DTC are due to the fact that the US settlement practice changed from T+2 to T+1 in 2024.
4.Consultative vote on the 2025 Report on Non Financial Matters
5.Votes on the compensation of the Board of Directors and of the Executive Committee
5.1 Consultative vote on the 2025 Compensation Report
5.2 Binding vote on the maximum aggregate amount of compensation of the Board of
Directors for the next term of office, i.e. from the 2026 Annual General Meeting to the
2027 Annual General Meeting
5.3 Binding vote on the maximum aggregate amount of compensation of the Executive
Committee for the following financial year, i.e., 2027
6. Re-election and Election of the Chair and the Members of the Board of Directors
6.1 Re-election of F. Michael Ball (as Member and Chair)
6.2 Re-election of Lynn D. Bleil (as Member)
6.3 Re-election of Arthur Cummings (as Member)
6.4 Re-election of Deborah Di Sanzo (as Member)
6.5 Re-election of David J. Endicott (as Member)
6.6 Re-election of Thomas Glanzmann (as Member)
6.7 Re-election of D. Keith Grossman (as Member)
6.8 Re-election of Karen May (as Member)
6.9 Re-election of Ines Pöschel (as Member)
6.10 Re-election of Dieter Spälti (as Member)
6.11 Election of R. Scott Herren (as Member)
7. Re-election of the Members of the Compensation Committee
7.1 Re-election of Thomas Glanzmann
7.2 Re-election of Karen May
7.3 Re-election of Ines Pöschel
8. Re-election of the independent representative
9. Re-election of the statutory auditors
Cautionary Note Regarding Forward-Looking Statements
This press release contains, and our officers and representatives may from time to time make, certain “forward-looking statements” within the meaning of the safe harbor provisions of the US Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “anticipate,” “intend,” “commitment,” “look forward,” “maintain,” “plan,” “goal,” “seek,” “target,” “assume,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding our 2026 outlook, liquidity, revenue, revenue growth, gross margin, operating margin, core operating margin, core operating margin growth, effective tax rate, foreign currency exchange movements, tariff impact, nonoperating expenses, earnings per share, earnings per share growth, operating cash flow, free cash flow, our plans and decisions relating to various capital expenditures, capital allocation priorities and other discretionary items such as our market growth assumptions, our social impact and sustainability plans, targets, goals and expectations, and generally, our expectations concerning our future performance.
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties and risks that are difficult to predict such as: cybersecurity breaches and technology failures that could disrupt operations; our ability to effectively manage the risks associated with transformational information technology changes such as the ethical use of artificial intelligence and disruptive technologies and the migration to cloud-based platforms; compliance with data privacy, identity protection and information security laws, particularly with the increased use of artificial intelligence; the impact of a disruption in our global supply chain, including the effect of tariffs, or important facilities, particularly when we single-source or rely on limited sources of supply; our reliance on outsourcing key business functions; the increasingly challenging economic, political and legal environment in China; global and regional economic, financial, monetary, legal, tax, political and social change; our ability to comply with anti-corruption, anti-bribery, export control, trade sanction, or similar laws; our ability to attract and retain qualified personnel; our ability to manage the risks associated with operating as a third party contract manufacturer; our success in completing strategic acquisitions, including equity investments in early-stage companies, on favorable terms or at all, and in integrating acquired businesses; the success of our research and development efforts, including our ability to innovate to compete effectively; our ability to manage the rapid evolution and adoption of artificial intelligence; terrorism, war and similar events; our ability to forecast sales demand and manage our inventory levels and the changing buying patterns of our customers; pricing pressure from changes in third party payor coverage and reimbursement methodologies; our ability to comply with all laws to which we may be subject; the ability to obtain regulatory clearance and approval of our products as well as compliance with any post-approval obligations, including quality control of our manufacturing; the effect of product recalls or voluntary market withdrawals; our ability to manage social impact and sustainability matters; our ability to properly educate and train healthcare providers on our products; our ability to protect our intellectual property; the accuracy of our accounting estimates and assumptions, including pension and other post-employment benefit plan obligations and the carrying value of intangible assets, and the adequacy of our financial reporting, accounting practices and internal controls; our ability to service our debt obligations; the need for additional financing through the issuance of debt or equity; the effects of litigation, including product liability lawsuits and governmental investigations; legislative, tax and regulatory reform; the impact of being listed on two stock exchanges; the ability to declare and pay dividends; the different rights afforded to our shareholders as a Swiss corporation compared to a US corporation; the effect of maintaining or losing our foreign private issuer status under US securities laws; and the ability to enforce US judgments against Swiss corporations.
Additional factors are discussed in our filings with the United States Securities and Exchange Commission, including our Form 20-F. Should one or more of these uncertainties or risks materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated. Therefore, you should not rely on any of these forward-looking statements. Forward-looking statements in this press release speak only as of the date of its filing, and we
assume no obligation to update forward-looking statements as a result of new information, future events or otherwise. We also undertake no obligation to update the 2026 outlook as circumstances evolve.
About Alcon
Alcon helps people see brilliantly. As the global leader in eye care with a heritage spanning over 75 years, we offer the broadest portfolio of products to enhance sight and improve people’s lives. Our Surgical and Vision Care products touch the lives of people in over 140 countries and territories each year living with conditions like cataracts, glaucoma, retinal diseases and refractive errors. Our more than 25,000 associates are enhancing the quality of life through innovative products, partnerships with Eye Care Professionals and programs that advance access to quality eye care. Learn more at www.alcon.com.
Connect with us on
Investor Relations Daniel Cravens Allen Trang + 41 589 112 110 (Geneva) + 1 817 615 2789 (Fort Worth) investor.relations@alcon.com | Media Relations Steven Smith + 41 589 112 111 (Geneva) + 1 817 551 8057 (Fort Worth) globalmedia.relations@alcon.com | |||||||
Agenda and Proposals of the Board of Directors
1.Approval of the operating and financial review of Alcon Inc., the annual financial statements of Alcon Inc. and the consolidated financial statements for 2025
Proposal
The Board of Directors proposes that the operating and financial review of Alcon Inc., the annual financial statements of Alcon Inc. and the consolidated financial statements for 2025 be approved, acknowledging the reports of the statutory auditors.
Comment: Pursuant to our Articles of Incorporation, the Annual General Meeting has the competence to approve the operating and financial review of Alcon Inc., the annual financial statements of Alcon Inc. and the consolidated financial statements for 2025.
2.Discharge of the members of the Board of Directors and the members of the Executive Committee
Proposal
The Board of Directors proposes that the members of the Board of Directors and the members of the Executive Committee be granted discharge for the 2025 financial year.
Comment: Pursuant to our Articles of Incorporation, the Annual General Meeting has the competence to approve the discharge of the members of the Board of Directors and the members of the Executive Committee.
3.Appropriation of earnings and declaration of dividend as per the balance sheet of Alcon Inc. of December 31, 2025
Proposal
| (CHF thousands) | |||||
Balance brought forward from previous year | 17,946,370 | ||||
Dividend paid during the year | (138,674) | ||||
Net income for the year | 62,753 | ||||
Earnings available to the Annual General Meeting | 17,870,449 | ||||
The Board of Directors proposes that:
▪out of the earnings available to the Annual General Meeting, a gross dividend of CHF 0.28 per dividend-bearing share be declared while shares held by the Alcon Group will not be entitled to a dividend payment; and
▪the remaining amount of available earnings, after appropriation of the proposed dividend, be carried forward.
Comment: Pursuant to our Articles of Incorporation, the Annual General Meeting has the competence to approve the appropriation of retained earnings and declaration of dividend. Calculated on the total number of issued shares of 499,700,000, the proposed dividend corresponds to a maximum total amount of CHF 139,916,000. No dividend is paid on shares held by the Alcon Group. The first trading day ex-dividend is expected to be May 5, 2026 (for shares held through SIX SIS) and May 6, 2026 (for shares held through DTC), and the payout date in Switzerland is expected to be on or around May 7, 2026. The Swiss withholding tax of 35% will be deducted from the gross dividend amount. The different ex-dividend dates for shares held through SIX SIS and through DTC are due to the fact that the US settlement practice changed from T+2 (which is common in Europe) to T+1 in May 2024.
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4.Consultative vote on the 2025 Report on Non-Financial Matters
Proposal
The Board of Directors proposes that the 2025 Report on Non-Financial Matters be approved (non-binding consultative vote).
Comment: Pursuant to our Articles of Incorporation, the Annual General Meeting has the competence to approve the 2025 Report on Non-Financial Matters. This approval will be subject to a non-binding consultative vote. The 2025 Report on Non-Financial Matters can be found in pages 52-65 of the 2025 Sustainability Report, available at https://alcon.widen.net/s/wbhqgbszgl/alcon-2025-sustainabililty-and-social-impact-report
5.Votes on the compensation of the Board of Directors and of the Executive Committee
5.1Consultative vote on the 2025 Compensation Report
Proposal
The Board of Directors proposes that the 2025 Compensation Report be accepted (non-binding consultative vote).
Comment: Pursuant to our Articles of Incorporation, the Board of Directors shall submit the 2025 Compensation Report to a consultative vote of the shareholders. The 2025 Compensation Report can be found in pages 72-114 of the 2025 Annual Report. Please also refer to the enclosed "Say-on-Pay" brochure for further explanations.
5.2Binding vote on the maximum aggregate amount of compensation of the Board of Directors for the next term of office, i.e. from the 2026 Annual General Meeting to the 2027 Annual General Meeting
Proposal
The Board of Directors proposes that shareholders approve the maximum aggregate amount of compensation of the Board of Directors covering the period from the 2026 Annual General Meeting to the 2027 Annual General Meeting in the amount of CHF 4,275,000.
Comment: Pursuant to our Articles of Incorporation, the Annual General Meeting has the competence to vote on the compensation of the Board of Directors. Please refer to the enclosed "Say-on-Pay" brochure for further explanations.
5.3Binding vote on the maximum aggregate amount of compensation of the Executive Committee for the following financial year, i.e. 2027
Proposal
The Board of Directors proposes that shareholders approve the maximum aggregate amount of compensation of the Executive Committee for the 2027 financial year in the amount of CHF 47,100,000.
Comment: Pursuant to our Articles of Incorporation, the Annual General Meeting has the competence to vote on the compensation of the Executive Committee. Please refer to the enclosed "Say-on-Pay" brochure for further explanations.
6.Re-elections and Election of the Chair and the Members of the Board of Directors
Proposal
The Board of Directors proposes the re-election of the current members of the Board of Directors listed below, each for a term of office of one year extending until completion of the 2027 Annual General Meeting. In addition, the Board of Directors proposes the election of R. Scott Herren as member of the Board of Directors, for a term of office of one year extending until completion of the 2027 Annual General Meeting.
6.1Re-election of F. Michael Ball (as Member and Chair)
6.2Re-election of Lynn D. Bleil (as Member)
6.3 Re-election of Arthur Cummings (as Member)
6.4 Re-election of Deborah Di Sanzo (as Member)
6.5 Re-election of David J. Endicott (as Member)
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6.6 Re-election of Thomas Glanzmann (as Member)
6.7 Re-election of D. Keith Grossman (as Member)
6.8 Re-election of Karen May (as Member)
6.9 Re-election of Ines Pöschel (as Member)
6.10 Re-election of Dieter Spälti (as Member)
6.11 Election of R. Scott Herren (as Member)
An accomplished financial executive with thirty-five years of experience, including most recently as the Chief Financial Officer of Cisco Systems, Inc., R. Scott Herren brings to the Board an extensive background in financial planning and strategy, corporate development, operations of global enterprises and internal controls over financial reporting of public companies. He has been a member of the board of directors of Rubrik, Inc. since 2021, where he is Chair of its Audit Committee, and Workiva Inc. since March 2026. Mr. Herren is also a member of the board of the Georgia Tech Foundation. Previously, he was a member of the board of directors of Proofpoint, Inc. from 2016 to 2020. Mr. Herren served as Executive Vice President and Chief Financial Officer of Cisco Systems, Inc. from 2020 until his retirement in 2025. From 2014 until 2020, Mr. Herren served as Senior Vice President and Chief Financial Officer of Autodesk, Inc. Mr. Herren also held financial and operations leadership positions of increasing responsibility at Citrix Systems, Inc. from 2000 until 2014, FedEx Corporation from 1997 to 2000, and IBM Corporation from 1984 until 1997.
Mr. Herren holds a Bachelor of Industrial & Systems Engineering from Georgia Institute of Technology and a Master of Business Administration from Columbia University – Graduate School of Business, both in the United States.
Comment: Pursuant to our Articles of Incorporation, the Annual General Meeting has the competence to elect the Chair and the members of the Board of Directors. The term of office for all members of the Board of Directors expires at the completion of the Annual General Meeting on April 30, 2026. All current members of the Board of Directors listed above are standing for re-election. In addition, R. Scott Herren is standing for election for the first time. The re-elections, and the election, respectively, of the members of the Board of Directors shall be effected on an individual basis. Information on the professional background of the current members of the Board of Directors can be found in the 2025 Annual Report, available at https://s1.q4cdn.com/963204942/files/doc_earnings/2025/q4/supplemental-info/2025-Annual-Report.pdf
7.Re-elections of the Members of the Compensation Committee
Proposal
The Board of Directors proposes the re-election of the current members of the Compensation Committee listed below, each for a term of office of one year extending until completion of the 2027 Annual General Meeting.
7.1Re-election of Thomas Glanzmann
7.2 Re-election of Karen May
7.3 Re-election of Ines Pöschel
Comment: Pursuant to our Articles of Incorporation, the Annual General Meeting has the competence to elect the members of the Compensation Committee. All current members of the Compensation Committee listed above are standing for re-election. The re-elections shall be effected on an individual basis. The Board of Directors intends to re-designate Karen May as Chair of the Compensation Committee, subject to her re-election as a member of the Board of Directors and member of the Compensation Committee.
8.Re-election of the independent representative
Proposal
The Board of Directors proposes the re-election of Hartmann Dreyer, Attorneys-at-law, P.O. Box 343, 1701 Fribourg, Switzerland, as independent representative for a term of office of one year extending until completion of the 2027 Annual General Meeting.
Comment: Pursuant to our Articles of Incorporation, the Annual General Meeting has the competence to elect the independent representative.
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9.Re-election of the statutory auditors
Proposal
The Board of Directors proposes the re-election of PricewaterhouseCoopers SA, Geneva, as statutory auditors for the 2026 financial year.
Comment: Pursuant to our Articles of Incorporation, the Annual General Meeting has the competence to elect the statutory auditors.
Fribourg, April 2, 2026
Alcon Inc.
Board of Directors
Enclosures: | ‐ Registration form with reply envelope | ||||
‐ Brochure "Say-on-Pay" | |||||
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Organizational Topics
No Trading Restriction on Shares of Alcon Inc.
The registration of shareholders for voting purposes does not affect the trading of shares held by registered shareholders before, during or after the Annual General Meeting.
Annual Report
The Annual Report is available electronically at https://s1.q4cdn.com/963204942/files/doc_earnings/2025/q4/supplemental-info/2025-Annual-Report.pdf
The invitation including the agenda and the proposals of the Board of Directors, along with the brochure "Say-on-Pay" will be mailed directly to shareholders who are registered in the Company’s share register with the right to vote.
Registration and Admission Cards
Shareholders entered in the share register with the right to vote on April 16, 2026 are entitled to vote in the Annual General Meeting. These shareholders may authorize Hartmann Dreyer Attorneys-at-Law to act as their independent representative either by using the reply form enclosed or electronically (e-voting). The reply form or a corresponding electronic notification must reach the independent representative no later than April 26, 2026.
Proxy/Voting
If you cannot attend our Annual General Meeting in person, you may:
a) authorize Hartmann Dreyer Attorneys-at-law to act as your independent representative;
or
b) arrange to be represented by means of a written proxy by a third person who does not need to be a shareholder.
Electronic Authorization/Voting and Instructions to the Independent Representative (e-voting)
Shareholders may register by using the e-voting platform via www.gvote.ch to either request an admission card, appoint a proxy or issue voting instructions to the independent representative.
The requisite login details are enclosed in the reply form. Personalized login details remain valid. Shareholders may submit voting instructions electronically, or change any instructions that they may have communicated electronically, up to but no later than 11:59 p.m. on April 26, 2026.
Additionally, holders of shares in the United States should follow the instructions provided by their brokers, trustees, nominees or the Company's transfer agent, as applicable.
Speakers' Desk
Shareholders who wish to speak are requested to notify the speakers’ desk near the podium before the Annual General Meeting begins.
Mobile Phones
Please switch off your mobile phones during the Annual General Meeting.
Translation
The Annual General Meeting will be conducted primarily in English. Simultaneous translation into French and German will be available.
Means of Transport
Shareholders are requested to use public transport since parking facilities at the STCC are limited.
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Public Transport
From the train station in Lausanne to STCC in Lausanne, please use the metro "M2" to "Croisettes" and get off at the stop "Lausanne-Flon". Then please use the metro "M1" to "Renens-Gare" and get off at the stop "EPFL". The journey is around 21 minutes. Metro "M2" is available every 2 to 5 minutes. Metro "M1" is available every 5 to 7.5 minutes.
From the train station in Renens to STCC in Lausanne, please use the metro "M1" to "Lausanne-Flon" and get off at the stop "EPFL". The journey is around 6 minutes. Metro "M1" is available every 5 to 7.5 minutes.
Leaving the Annual General Meeting Early
Shareholders who leave the Annual General Meeting early are requested to hand in their unused voting materials and the electronic voting unit on their way out.
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Contact Us
Alcon Inc.
Rue Louis-d'Affry 6
1701 Fribourg
Switzerland
1701 Fribourg
Switzerland
Phone: +41 58 911 21 10
investor.relations@alcon.com
https://www.investor.alcon.com/
https://www.investor.alcon.com/
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