Argenx SE 6-K, filed Jan 30, 2023
Argenx SE (ARGX)
About this 6-K
Argenx SE filed this 6-K on January 30, 2023.
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
For the Month of January 2023
Commission File Number: 001-38097
ARGENX SE
(Translation of registrant’s name into English)
Laarderhoogtweg 25
1101 EB Amsterdam, the Netherlands
(Address of principal executive offices)
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 x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
EXPLANATORY NOTE
Enclosed hereto and incorporated herein by reference are copies of the following items in connection with the Extraordinary General Meeting of Shareholders of argenx SE that will be held on Monday, February 27, 2023 at 12:00 PM (CET), at the Hilton Amsterdam Airport Schiphol, Schiphol Boulevard 701, 1118 BG Schiphol, the Netherlands.
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.
| ARGENX SE | ||
| Date: January 30, 2023 | By: | /s/ Hemamalini (Malini) Moorthy |
| Hemamalini (Malini) Moorthy | ||
| General Counsel | ||
Exhibit 99.1
argenx Announces Extraordinary General Meeting of Shareholders on February 27, 2023 to Appoint Steve Krognes as Non-Executive Director
January 16, 2023
Amsterdam, the Netherlands — argenx SE (Euronext & Nasdaq: ARGX), a global immunology company committed to improving the lives of people suffering from severe autoimmune diseases, today announced an extraordinary general meeting of shareholders will be held at 12:00 PM CET on Monday, February 27, 2023 at the Hilton Amsterdam Schiphol at Schiphol Boulevard 701, 1118 BN Schiphol, the Netherlands.
The shareholders and all other persons with meeting rights are invited to attend the extraordinary general meeting of shareholders. The formal notice of convocation (including information on attending the meeting in person or by proxy, requirements for notification and registration for the meeting and regarding the e-voting system) is available on the argenx website www.argenx.com and on www.abnamro.com/evoting.
Agenda
The sole voting item on the agenda will be the proposed appointment of Mr. Steve Krognes as non- executive director and Chair of the Audit and Compliance Committee of the Company’s Board of Directors.
The full agenda for the meeting, as well as all ancillary documents relevant for the meeting are available via the argenx website and are also available for inspection at the argenx offices. A free copy thereof may also be obtained by e-mailing legal@argenx.com. argenx would like to encourage shareholders to use the voting by (electronic) proxy option as referred to in the convocation.
Resignation Werner Lanthaler
Upon appointment of Mr. Krognes, Werner Lanthaler will resign as non-executive director of the Board and Chair of the Audit and Compliance Committee to enable this important step in the long term succession planning for the board of directors and the audit and compliance committee chairperson role. The Company would like to express its gratitude towards Werner Lanthaler for his substantial contributions over the last eight years. Werner's entrepreneurial nature combined with broad experience in finance, executive leadership, and life sciences has helped guide argenx from a research- focused company to a fully integrated commercial-stage global immunology company.
About argenx
argenx is a global immunology company committed to improving the lives of people suffering from severe autoimmune diseases. Partnering with leading academic researchers through its Immunology Innovation Program (IIP), argenx aims to translate immunology breakthroughs into a world-class portfolio of novel antibody-based medicines. argenx developed and is commercializing the first-and- only approved neonatal Fc receptor (FcRn) blocker in the U.S., Japan, and the EU. The Company is evaluating efgartigimod in multiple serious autoimmune diseases and advancing several earlier stage experimental medicines within its therapeutic franchises. For more information, visit www.argenx.com and follow us on LinkedIn, Twitter, and Instagram.
For further information, please contact:
Media:
Kelsey Kirk
kkirk@argenx.com
Investors:
Beth DelGiacco
bdelgiacco@argenx.com
Exhibit 99.2
EXTRAORDINARY GENERAL MEETING
OF ARGENX SE
CONVOCATION
argenx SE (the "Company") hereby invites its shareholders and all other persons with meeting rights to attend its extraordinary general meeting of shareholders ("EGM") to be held at 12:00 PM CET on Monday afternoon, February 27, 2023 at Hilton Hotel Schiphol, Schiphol Boulevard 701, 1118 BN Schiphol, the Netherlands.
We would like to emphasize and encourage to use the possibility of voting by (electronic) proxy as referred to in this notice.
Availability of documents
The agenda of the EGM including the ancillary documentation thereto are now available for inspection at the offices of the Company or on the Company's website ( www.argenx.com). Copies of the aforementioned documents are also available to shareholders, free of charge, via ABN AMRO Bank N.V. ("ABN AMRO") from today, via e-mail address: ava@nl.abnamro.com.
Shareholders' rights, participation and voting
As of the date of this notice, the Company has issued and outstanding 55.447.684 shares. The Company's bylaws do not have any restrictions on voting rights, each share having the right to one vote at this EGM. Voting rights may not be used for shares held by the Company itself or its subsidiaries or other shares deemed to be treasury shares. Unless Dutch law provides otherwise and with due observance of article 25 of the articles of association of the Company, all resolutions shall be passed by an absolute majority of the votes cast. The ordinary shares are listed on Euronext Brussels and the ADSs are listed on NASDAQ. The agent for the ordinary shares is ABN AMRO and the agent for the ADSs is BNY Mellon.
Attendance at the EGM
Only holders of shares in the share capital of the Company as of the close of business (CET) on 28 days prior to the EGM, being Monday, January 30, 2023 (the "Record Date"), who have registered themselves in the manner mentioned below are entitled to take part in and vote at the EGM. Each share outstanding on the Record Date is entitled to one vote on each voting item.
Holders of ADSs will receive information about the EGM and how to exercise their voting rights via their custodian from BNY Mellon.
Shareholders and all other persons with meeting rights who either in person or by proxy wish to attend the meeting must notify ABN AMRO accordingly by 17.30 CET on Monday, February 20, 2023 at the latest via their financial intermediary as defined in the "Wet giraal effectenverkeer" or their agent (the "Intermediary") or directly via www.abnamro.com/evoting.
argenx SE
Laarderhoogtweg 25, 1101 EB Amsterdam, the Netherlands
info@argenx.com – www.argenx.com
The Intermediary concerned must submit to ABN AMRO no later than Wednesday, February 22, 2023, 11.00 CET, a statement via www.abnamro.com/intermediary, including the number of deposit shares notified for registration and held by that shareholder at the Record Date. With this statement, intermediaries are furthermore requested to include the full address details of the relevant holder in order to be able to verify the shareholding on the Record Date in an efficient manner. The proof of registration supplied by ABN AMRO together with a valid identity document will serve as admission ticket to the meeting.
Persons entitled to take part in the meeting may be asked to identify themselves prior to being admitted to the EGM and are therefore asked to carry valid proof of identification.
Voting by (electronic) proxy
A shareholder who chooses to be represented at the meeting shall, in addition to submitting the application to attend the meeting as described above, grant a proxy. The proxy may include a voting instruction. Shareholders may grant a proxy and give voting instructions to argenx SE via www.abnamro.com/evoting by 17.30 CET on Monday, February 20, 2023 at the latest.
Alternatively, a proxy may be granted in writing. A written proxy may be granted to a third party or a representative of the Company. The duly signed written proxy, which can be downloaded from the Company's website or obtained via e-mail from the Company’s Corporate Secretary via legal@argenx.com or telephone +32 471 61 66 25. Written and signed proxies must be received by 17.30 CET on Monday, February 20, 2023 at the latest by the Company via e-mail legal@argenx.com.
Right to ask questions
All shareholders are entitled to ask questions to the Board on the agenda item(s). Questions may be asked during the EGM.
Holders of ADSs
Holders of ADSs will receive information about the EGM and how to attend, exercise their voting rights and other rights via their custodian from BNY Mellon (as the holder of the shares for which the ADSs are issued).
Amsterdam, 16 January 2023
Board of directors argenx SE
argenx SE
Laarderhoogtweg 25, 1101 EB Amsterdam, the Netherlands
info@argenx.com – www.argenx.com
Exhibit 99.3
EXTRAORDINARY GENERAL MEETING
OF ARGENX SE
EXPLANATORY NOTES
The following item on the agenda of the extraordinary general meeting of argenx SE (the "Company") shall be discussed and/or put to a vote. The number in the list correspond to the number on the agenda.
2. Appointment of Steve Krognes as non-executive director to the board of directors of the Company (voting item)
The Board proposes to appoint Steve Krognes as a non-executive director of the Company with effect from the date of this extraordinary general meeting. Werner Lanthaler shall resign as non-executive director of the Company as per the date of this extraordinary general meeting, subject to the appointment of Steve as non-executive director by the general meeting.
The proposed appointment is for a term ending on the day of the annual general meeting of shareholders to be held in 2027. The proposed appointment is in accordance with the Company's articles of association and takes into account the pursued composition and profile of the Board as apparent from the Company's profile for the non-executive directors which is available on the Company website.
In making this proposal, the Board has taken into consideration Steve Krognes’ skills, knowledge and expertise built up during his career.
Steve Krognes (age 54) serves on the boards of Guardant Health, Denali Therapeutics, Gritstone Bio and RLS Global. He previously served on the board of Corvus Pharmaceuticals.
Steve was the CFO of Denali Therapeutics from 2015 until retiring from that position in April 2022. Steve joined Denali Therapeutics as the founding CFO, building and leading the finance team as well as supervising the IT and facilities functions. He led successful financings for Denali, including the initial public offering in 2017, and has contributed significantly to the company’s strategy, growth and strong financial position. His extensive leadership experience in the biotech and pharmaceutical industry includes 12 years at Roche / Genentech, serving as CFO of Genentech for six years and global head of Roche’s Mergers & Acquisition team for six years. He chaired the Genentech Access to Care Foundation and represented Genentech on the board and executive committee of the California Life Science Association. Before that, he worked as an investment banker at Goldman Sachs, as a management consultant at McKinsey & Company, and as a venture capitalist in Scandinavia. Steve holds an MBA from Harvard Business School and a BS in economics from the Wharton School of the University of Pennsylvania.
Steve brings strong financial and compliance expertise, valuable industry knowledge and the right profile to support the company in its innovative, entrepreneurial mission. It is envisaged that Steve will become the chairperson of the Audit and Compliance Committee of the Board of Directors.
| argenx SE Laarderhoogtweg 25, 1101 EB Amsterdam, the Netherlands | |
info@argenx.com – www.argenx.com
|
1 |
Steve Krognes holds no shares in argenx SE.
| argenx SE Laarderhoogtweg 25, 1101 EB Amsterdam, the Netherlands | |
| info@argenx.com – www.argenx.com | 2 |
Exhibit 99.4
EXTRAORDINARY GENERAL MEETING
OF ARGENX SE OF 27 FEBRUARY 2023
AGENDA
| 1. | Opening |
| 2. | Appointment of Steve Krognes as non-executive director to the board of directors of the Company (voting item) |
| 3. | Any other business, announcements or questions |
| 4. | End of the extraordinary general meeting |
| argenx SE Laarderhoogtweg 25, 1101 EB Amsterdam, the Netherlands | |
info@argenx.com – www.argenx.com
|
Exhibit 99.5
PROXY FORM
EXTRAORDINARY GENERAL MEETING ARGENX SE
27 FEBRUARY 2023
IMPORTANT NOTICE: for the extraordinary meeting February 2023 argenx uses the e-voting system of ABN AMRO. The company therefore kindly requests all shareholders who wish to vote at the general meeting but cannot/do not wish to attend, to use the proxy/e-voting services of ABN
via HTTPS://WWW.ABNAMRO.SECURITIESVOTING.COM/SHAREHOLDER/
The e-voting system replaces this paper proxy, but the paper proxy may be used if so desired.
The undersigned:
| Full (first and last) name: |
| Address: | Postal Code: | Place: |
Hereinafter referred to as the "Shareholder",
Acting in his capacity as holder of (number) ordinary shares in the share capital of argenx SE1
Hereby grants proxy to2:
Full (first and last) name: Pieter Spuijbroek, argenx SE Corporate Secretary
Address: Industriepark 7 Postal Code: 9052 Place: Zwijnaarde-Gent
To represent the Shareholder at the February 2023 extraordinary shareholders’ meeting of argenx SE and to speak and vote on behalf of the Shareholder regarding the following agenda items in accordance with the following voting instructions:
1 If you are a Beneficial Owner (as defined in the meeting convocation) and wish to be represented at the Meeting by means of this proxy, you must provide a written confirmation from your intermediary (as defined in the "Wet Giraal Effectenverkeer") showing that you were a Beneficial Owner on the Record Date (as defined in the meeting convocation).
2 If you have no specific preference for a proxy, you do not have to answer this question. In that case the Company will appoint a proxy holder to represent you at the Meeting and who will vote at the Meeting in accordance with your instructions. If you do not give instructions, the proxy will use his own discretion in casting his vote for the proposed resolutions.
argenx SE Laarderhoogtweg
25, 1101 EB Amsterdam, the Netherlands
info@argenx.com – www.argenx.com
| no. | voting item | yes | no | abstain | |
| 2. | Appointment of Steve Krognes as non-executive director to the board of directors of the Company |
The proxy is instructed as indicated on this form. Unless otherwise instructed the proxy may vote as he sees fit, or abstain in relation to any business of the meeting.
| Signature3: | |||||
| Name: | |||||
| Date: | / | /2023 | |||
Please return to: argenx SE, attn Corporate Secretary, p/a Industriepark Zwijnaarde 7, 9052 Zwijnaarde, Belgium always with a scanned copy to legal@argenx.com
3 In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).
argenx SE Laarderhoogtweg
25, 1101 EB Amsterdam, the Netherlands
info@argenx.com – www.argenx.com