6-K
Alcon Inc (ALC)
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
March 29, 2023
Commission File Number: 001-31269
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ALCON INC.
(Registrant Name)
Rue Louis-d'Affry 6 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
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. | |||
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| Date: | March 29, 2023 | By: | /s/ David J. Endicott |
| Name: David J. Endicott | |||
| Title: Authorized Representative | |||
| Date: | March 29, 2023 | By: | /s/ Timothy C. Stonesifer |
| Name: Timothy C. Stonesifer | |||
| Title: Authorized Representative |
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Document
Alcon Publishes Agenda for 2023 Annual General Meeting
•Alcon welcomes its shareholders to its first in-person AGM
•In addition to the regular agenda items, Alcon Board of Directors proposes to amend the Articles of Incorporation to conform to recent Swiss corporate law reform
•Proposed dividend of CHF 0.21 cash per share
GENEVA, March 29, 2023 – – Alcon (SIX/NYSE: ALC), the global leader in eye care, will hold its Annual General Meeting (AGM) on May 5, 2023.
Alcon is pleased to welcome shareholders to its first in-person AGM since becoming an independent, standalone company in April 2019. The company looks forward to hearing directly from its shareholders at this open format meeting.
The agenda for this 2023 AGM consists of the regular items as required by law, as well as the proposal to amend Alcon’s Articles of Incorporation, in line with the entry into force of the Swiss corporate law reform and governance best practices. Alcon Board of Directors proposes in particular the introduction of a capital range and a conditional share capital to support Alcon’s capital structure management in today’s fast paced capital market environment. No approval is sought for future virtual AGMs.
The invitation to the AGM, including explanatory information on individual agenda items, will be published in the Swiss Gazette of Commerce on March 30, 2023, and will be available, together with the Say-on-Pay brochure, the brochure regarding the Amendments to the Articles of Incorporation and additional related material, online at https://investor.alcon.com/news-and-events/events-and-presentations/event-details/2023/2023-Annual-General-Meeting/default.aspx.
Agenda for Alcon’s 2023 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 2022
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, 2022
▪If approved by the shareholders, a dividend of CHF 0.21 in cash per share will be payable with the first trading day ex-dividend expected to be May 10, 2023, the record date expected to be May 11, 2023, and the payout date in Switzerland expected to be on or around May 12, 2023. The Swiss withholding tax of 35% will be deducted from the gross dividend amount.
- Votes on the compensation of the Board of Directors and of the Executive Committee
4.1 Consultative vote on the 2022 Compensation Report
4.2 Binding vote on the maximum aggregate amount of compensation of the Board of
Directors for the next term of office, i.e., from the 2023 Annual General Meeting to the
2024 Annual General Meeting
4.3 Binding vote on the maximum aggregate amount of compensation of the Executive
Committee for the following financial year, i.e., 2024
Re-election of the current Chair and the current Members of the Board of Directors
Re-election of the current members of the Compensation Committee
Re-election of the independent representative
Re-election of the statutory auditors
Amendments to the Articles of Incorporation
9.1 Deletion of the current Article 4a and introduction of a capital range (new Article 4a)
9.2 Introduction of a conditional share capital (new Article 4b)
9.3 Share capital (Article 4 and new Article 4c)
9.4 Shareholders matters (Article 9, Article 10 paragraph 2, Article 11 paragraph 1, Article 12,
Article 17, Article 18 and Article 38)
9.5 Board of Directors and related topics (Article 22 and Article 24 paragraph 1)
9.6 Compensation and related topics (Article 29 paragraph 4, Article 30, Article 33 and Article 34 paragraph 3 and paragraph 4)
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the United States 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. An example of a forward-looking statement includes, among others, statements Alcon makes regarding the payment of a dividend.
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. Some of these 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 they are made, and we assume no obligation to update forward-looking statements as a result of new information, future events or otherwise.
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 more than 260 million people in over 140 countries 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,
Connect with us on
| Investor Relations<br><br>Daniel Cravens<br><br>Allen Trang<br><br>+ 41 589 112 110 (Geneva)<br><br>+ 1 817 615 2789 (Fort Worth)<br><br>investor.relations@alcon.com | Media Relations<br><br>Steven Smith<br><br>+ 41 589 112 111 (Geneva)<br><br>+ 1 817 551 8057 (Fort Worth)<br><br>globalmedia.relations@alcon.com |
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Document
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 2022
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 2022 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 2022.
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 2022 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, 2022
Proposal
| (CHF thousands) | |
|---|---|
| Balance brought forward from previous year | 17,549,332 |
| Dividend paid during the year | (98,326) |
| Net income for the year | 235,176 |
| Earnings available to the Annual General Meeting | 17,686,182 |
The Board of Directors proposes that:
▪out of the earnings available to the Annual General Meeting, a gross dividend of CHF 0.21 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 104,937,000. No dividend is paid on shares held by the Alcon Group. The first trading day ex-dividend is expected to be May 10, 2023, and the payout date in Switzerland is expected to be on or around May 12, 2023. The Swiss withholding tax of 35% will be deducted from the gross dividend amount.
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4.Votes on the compensation of the Board of Directors and of the Executive Committee
4.1Consultative vote on the 2022 Compensation Report
Recommendation
The Board of Directors recommends that the 2022 Compensation Report be accepted (non-binding consultative vote).
Comment: Pursuant to our Articles of Incorporation, the Board of Directors shall submit the 2022 Compensation Report to a consultative vote of the shareholders. The 2022 Compensation Report can be found in pages 78-107 of the 2022 Annual Report. Please also refer to the enclosed "Say-on-Pay" brochure for further explanations.
4.2Binding vote on the maximum aggregate amount of compensation of the Board of Directors for the next term of office, i.e. from the 2023 Annual General Meeting to the 2024 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 2023 Annual General Meeting to the 2024 Annual General Meeting in the amount of CHF 3,900,000.
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.
4.3Binding vote on the maximum aggregate amount of compensation of the Executive Committee for the following financial year, i.e. 2024
Proposal
The Board of Directors proposes that shareholders approve the maximum aggregate amount of compensation of the Executive Committee for the 2024 financial year in the amount of CHF 41,900,000.
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.
5.Re-elections 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, each for a term of office of one year extending until completion of the 2024 Annual General Meeting.
5.1Re-election of F. Michael Ball (as Member and Chair)
5.2Re-election of Lynn D. Bleil (as Member)
5.3Re-election of Raquel C. Bono (as Member)
5.4Re-election of Arthur Cummings (as Member)
5.5Re-election of David J. Endicott (as Member)
5.6Re-election of Thomas Glanzmann (as Member)
5.7Re-election of D. Keith Grossman (as Member)
5.8Re-election of Scott Maw (as Member)
5.9Re-election of Karen May (as Member)
5.10Re-election of Ines Pöschel (as Member)
5.11Re-election of Dieter Spälti (as Member)
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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 May 5, 2023. All current members of the Board of Directors are standing for re-election. The re-elections 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 2022 Annual Report, available at https://investor.alcon.com/financials/annual-reports/default.aspx.
6.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, each for a term of office of one year extending until completion of the 2024 Annual General Meeting.
6.1Re-election of Thomas Glanzmann
6.2Re-election of Scott Maw
6.3Re-election of Karen May
6.4Re-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 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.
7.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 2024 Annual General Meeting.
Comment: Pursuant to our Articles of Incorporation, the Annual General Meeting has the competence to elect the independent representative.
8.Re-election of the statutory auditors
Proposal
The Board of Directors proposes the re-election of PricewaterhouseCoopers SA, Geneva, as statutory auditors for the 2023 financial year.
Comment: Pursuant to our Articles of Incorporation, the Annual General Meeting has the competence to elect the statutory auditors.
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9.Amendments to the Articles of Incorporation
Proposal
The Board of Directors proposes that the Articles of Incorporation of Alcon Inc. be amended in line with the Swiss corporate law reform, that entered into force on January 1, 2023, and best corporate governance practices, as follows:
9.1Deletion of the current Article 4a and introduction of a capital range (new Article 4a)
9.2Introduction of a conditional share capital (new Article 4b)
9.3Share capital (Article 4 and new Article 4c)
9.4Shareholders matters (Article 9, Article 10 paragraph 2, Article 11 paragraph 1, Article 12, Article 17, Article 18 and Article 38)
9.5Board of Directors and related topics (Article 22 and Article 24 paragraph 1)
9.6Compensation and related topics (Article 29 paragraph 4, Article 30, Article 33 and Article 34 paragraph 3 and paragraph 4)
Comment: Pursuant to our Articles of Incorporation, the Annual General Meeting has the competence to amend the Articles of Incorporation. Please refer to the enclosed brochure "Amendments to the Articles of Incorporation of Alcon Inc." for further explanations. The votes shall be effected on an individual basis. Please note that the introduction of the new Article 4c will only be proposed to the shareholders for a vote at the Annual General Meeting and introduced in the Articles of Incorporation if both new Articles 4a and 4b are approved and introduced in the Articles of Incorporation. The French and English proposed amended versions of the Articles of Incorporation are available under: https://investor.alcon.com/news-and-events/events-and-presentations/event-details/2023/2023-Annual-General-Meeting/default.aspx. In case of any discrepancies, please note that the French version of the Articles of Incorporation shall prevail.
Fribourg, March 30, 2023
Alcon Inc.
Board of Directors
| Enclosures: | ‐ Registration form with reply envelope | |||
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| ‐ Brochure "Say-on-Pay" | ||||
| ‐ Brochure "Amendments to the Articles of Incorporation of Alcon Inc." | Alcon AGM Invitation | 5 | ||
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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://investor.alcon.com/financials/annual-reports/default.aspx.
The invitation including the agenda and the proposals of the Board of Directors, along with the brochure "Say-on-Pay" and the brochure "Amendments to the Articles of Incorporation of Alcon Inc." 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 18, 2023 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 May 2, 2023.
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 May 2, 2023.
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
Phone: +41 58 911 21 10
investor.relations@alcon.com https://investor.alcon.com/home/default.aspx
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