Argenx SE 6-K, filed Mar 31, 2020
Argenx SE (ARGX)
About this 6-K
Argenx SE filed this 6-K on March 31, 2020.
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 March 2020
Commission File Number: 001-38097
ARGENX SE
(Translation of registrant’s name into English)
Willemstraat 5 4811 AH, Breda, 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 o
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): o
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): o
EXPLANATORY NOTE
Enclosed hereto as Exhibits 99.1, 99.2, 99.3, 99.4, 99.5, 99.6 and 99.7 and incorporated herein by reference are copies of the formal notice of convocation, agenda, and other ancillary documents relevant for argenx SE’s (the “Company’s) Annual General Meeting of Shareholders that will be held on Tuesday, May 12, 2020 at 9:00 a.m. (CET), at Hilton Amsterdam Airport Schiphol, Schiphol Boulevard 701, 1118 BG Schiphol, the Netherlands.
The information contained in this Current Report on Form 6-K, including the exhibits hereto, is incorporated by reference into the Company’s Registration Statements on Forms F-3 (File No. 333-225370) and S-8 (File No. 333-225375).
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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.
| **** | ARGENX SE | |
|---|---|---|
| Date: March 31, 2020 | By: | /s/ Dirk Beeusaert |
| Dirk Beeusaert | ||
| General Counsel |
3
Exhibit 99.1
argenx announces Annual General Meeting of Shareholders on May 12, 2020
March 31, 2020
Breda, the Netherlands — argenx (Euronext & Nasdaq: ARGX), a clinical-stage biotechnology company developing a deep pipeline of differentiated antibody-based therapies for the treatment of severe autoimmune diseases and cancer, today announced that an annual general meeting of shareholders will be held at 10:00 a.m. CET on Tuesday, May 12, 2020 at the Hilton Amsterdam Airport Schiphol, Schiphol Boulevard 701, 1118 BG Schiphol, the Netherlands.
The shareholders and all other persons with meeting rights are invited to attend the annual 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 Company’s website www.argenx.com and on www.abnamro.com/evoting.
In light of the evolving outbreak of Covid-19 (coronavirus) and the recent measures imposed by the Dutch government, we would like to emphasize and encourage to use the possibility of voting by (electronic) proxy as referred to in the convocation. To ensure that as many shareholders as possible are able to attend the general meeting, the Company will provide a live audio-webcast of the general meeting.
Agenda
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 annualmeeting@argenx.com.
In addition to recurrent items on the agenda, such as the discussion and adoption of the 2019 Annual Accounts and the discharge of the directors for their duties performed in 2019 and the authorisation of the Board of Directors to issue shares and to limit or exclude pre-emptive rights in relation thereto, the following items, amongst others, are proposed:
· Authorization of the Board of Directors to grant options (rights to subscribe for shares) up to a maximum of 4% of the outstanding capital;
· Approval of the updated and amended remuneration policy and approval of the 2019 remuneration report;
· Re-appointment of Pamela Klein as a non-executive director to the Board of Directors; and
· Appointment of Deloitte Accountants B.V. for the 2020 financial year.
About argenx
argenx is a global immunology company developing antibody-based medicines for patients suffering from severe autoimmune diseases and cancer. By translating immunology breakthroughs into innovative drug candidates, argenx is building a world-class portfolio of first-in-class antibodies in both
early and late clinical-stages of development. argenx is evaluating efgartigimod in multiple serious autoimmune indications and cusatuzumab in hematological malignancies in collaboration with Janssen, along with advancing earlier stage assets within its therapeutic franchises.
www.argenx.com
For further information, please contact:
Beth DelGiacco, Vice President, Investor Relations
+1 518 424 4980
bdelgiacco@argenx.com
Joke Comijn, Director Corporate Communications & Investor Relations (EU)
+32 (0)477 77 29 44
+32 (0)9 310 34 19
info@argenx.com
Forward-looking Statements
The contents of this announcement include statements that are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “intends,” “may,” “will,” or “should” and include statements argenx makes concerning its annual meeting and related plans and the intended results of its strategy. By their nature, forward-looking statements involve risks and uncertainties and readers are cautioned that any such forward-looking statements are not guarantees of future performance. argenx’s actual results may differ materially from those predicted by the forward-looking statements as a result of various important factors, including argenx’s expectations regarding its the inherent uncertainties associated with competitive developments, preclinical and clinical trial and product development activities and regulatory approval requirements; argenx’s reliance on collaborations with third parties; estimating the commercial potential of argenx’s product candidates; argenx’s ability to obtain and maintain protection of intellectual property for its technologies and drugs; argenx’s limited operating history; and argenx’s ability to obtain additional funding for operations and to complete the development and commercialization of its product candidates. A further list and description of these risks, uncertainties and other risks can be found in argenx’s U.S. Securities and Exchange Commission (SEC) filings and reports, including in argenx’s most recent annual report on Form 20-F filed with the SEC as well as subsequent filings and reports filed by argenx with the SEC. Given these uncertainties, the reader is advised not to place any undue reliance on such forward-looking statements. These forward-looking statements speak only as of the date of publication of this document. argenx undertakes no obligation to publicly update or revise the information in this press release, including any forward-looking statements, except as may be required by law.
Exhibit 99.2
ANNUAL GENERAL MEETING
OF ARGENX SE
CONVOCATION
argenx SE (the “Company”) hereby invites its shareholders and all other persons with meeting rights to attend its annual general meeting of shareholders (“AGM”) to be held at 10:00 AM on Tuesday 12 May 2020 at Hilton Amsterdam Airport Schiphol, Schiphol Boulevard 701, 1118 BN Schiphol Airport (municipality of Haarlemmermeer), The Netherlands.
In light of the evolving outbreak of Covid-19 (coronavirus) and the recent measures imposed by the Dutch government, we would like to emphasize and encourage to use the possibility of voting by (electronic) proxy as referred to in this notice. To ensure that as many shareholders as possible are able to attend the general meeting, the Company will provide a live audio-webcast of the general meeting. The link to this audio-webcast will be will be posted on the Company’s website (www.argenx.com).
Availability of documents
The agenda of the AGM 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 42.791.076 shares, which includes 23.008.504 ordinary shares for which American Depositary Shares (“ADSs”) are issued. The Company’s bylaws do not have any restrictions on voting rights, each share having the right to one vote at this AGM. 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 AGM
Only holders of shares in the share capital of the Company as of the close of business on 28 days prior to the AGM, being Tuesday 14 April 2020 (the “Record Date”) , who have registered themselves in the manner mentioned below are entitled to take part in and vote at the AGM. Each share outstanding on the Record Date is entitled to one vote on each voting item.
Holders of ADSs will receive information about the AGM and how to exercise their voting rights via their custodian from BNY Mellon.
argenx SE Willemstraat 5, 4811 AH Breda, the Netherlands
info@argenx.com — www.argenx.com
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 Tuesday 5 May 2020 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.
The Intermediary concerned must submit to ABN AMRO no later than Thursday 7 May 2020, 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 AGM 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 Tuesday 5 May 2020 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 annualmeeting@argenx.com or telephone +32 9 241 58 41. must be received by 17.30 CET on Tuesday 5 May 2020 at the latest by the Company via e-mail annualmeeting@argenx.com.
Right to ask questions
All shareholders are entitled to ask questions to the Board with respect to their report or the other agenda items (and to the auditor with respect to its report). Questions may be asked during the AGM, or may be submitted in writing by shareholders who have fulfilled the registration and admission formalities set out above, to the Company e-mail address prior to the AGM ultimately on Tuesday 5 May 2020.
Holders of ADSs
Holders of ADSs will receive information about the AGM 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).
Breda, 27 March 2020
Board of directors argenx SE
argenx SE Willemstraat 5, 4811 AH Breda, the Netherlands
info@argenx.com — www.argenx.com
Exhibit 99.3
PROXY FORM
2020 ANNUAL GENERAL MEETING ARGENX SE
IMPORTANT NOTICE: for the annual meeting 2020 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 SE (1) |
|---|
Hereby grants proxy to (2):
| Full (first and last) name: | ||
|---|---|---|
| Address: | Postal Code: | Place: |
| --- | --- | --- |
To represent the Shareholder at the 2018 annual 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 Willemstraat 5, 4811 AH Breda, The Netherlands
info@argenx.com — www.argenx.com
| no. | voting item | yes | no | abstain |
|---|---|---|---|---|
| 3. | Adoption of the new remuneration policy | |||
| 4. | Advisory vote to approve the 2019 remuneration report | |||
| 4.b. | Adoption of the 2019 annual accounts | |||
| 4.d. | Allocation of losses of the Company in the financial year 2019 to the retained earnings of the Company | |||
| 4.e. | Proposal to release the members of the board of directors from liability for their respective duties carried out in the financial year 2019 | |||
| 6. | Re-appointment of Pamela Klein as non-executive director to the board of directors of the Company | |||
| 7. | Authorization of the board of directors to grant rights to subscribe for shares in the capital of the Company up to a maximum of 4% of the outstanding capital at the date of the general meeting, pursuant to, and within the limits of, the argenx option plan, for a period of 18 months from the annual general meeting and to limit or exclude statutory pre-emptive rights, if any | |||
| 8. | Authorization of the board of directors to issue shares and grant rights to subscribe for shares in the share capital of the Company up to a maximum of 10% of the outstanding capital at the date of the general meeting, for a period of 18 months from the annual general meeting and to limit or exclude statutory pre-emptive rights, if an | |||
| 9. | Authorization of the board of directors to issue additional shares in the share capital of the company up to a maximum of 10% of the outstanding share capital at the date of the general meeting (in addition to the authorizations under 7 and 8), for a period starting on the date of this general meeting and ending on 31 December 2020, for the purpose of a possible public offering of such shares and to limit or exclude statutory pre-emptive rights, if any | |||
| 10. | Appointment of Deloitte Accountants B.V. as statutory auditor for the 2020 financial year |
I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.
| Signature (3): | |
|---|---|
| Name: | |
| Date: | / /2020 |
(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 Willemstraat 5, 4811 AH Breda, The Netherlands
info@argenx.com — www.argenx.com
Please return to: argenx SE, attn General Counsel, p/a Industriepark Zwijnaarde 7, 9052 Zwijnaarde, Belgium
argenx SE Willemstraat 5, 4811 AH Breda, The Netherlands
info@argenx.com — www.argenx.com
Exhibit 99.4
ARGENX SE
ANNUAL GENERAL MEETING 12 MAY 2020
AGENDA
1. Opening
2. Report on the 2019 financial year (discussion item)
3. Adoption of the new remuneration policy (voting item)
4. Advisory vote to approve the 2019 remuneration report (advisory non-binding voting item)
5. Discussion and adoption of the 2019 universal registration document also serving as our annual report and annual accounts:
a. Discussion of the 2019 universal registration document also serving as our annual report (discussion item)
b. Adoption of the 2019 annual accounts (voting item)
c. Corporate governance statement (discussion item)
d. Allocation of losses of the Company in the financial year 2019 to the retained earnings of the Company (voting item)
e. Proposal to release the members of the board of directors from liability for their respective duties carried out in the financial year 2019 (voting item)
6. Re-appointment of Pamela Klein as non-executive director to the board of directors of the Company (voting item)
7. Authorization of the board of directors to grant rights to subscribe for shares in the capital of the Company up to a maximum of 4% of the outstanding capital at the date of the general meeting, pursuant to, and within the limits of, the argenx option plan, for a period of 18 months from the annual general meeting and to limit or exclude statutory pre-emptive rights, if any (voting item)
8. Authorization of the board of directors to issue shares and grant rights to subscribe for shares in the share capital of the Company up to a maximum of 10% of the outstanding capital at the date of the general meeting, for a period of 18 months from the annual general meeting and to limit or exclude statutory pre-emptive rights, if any (voting item)
9. Authorization of the board of directors to issue additional shares in the share capital of the company up to a maximum of 10% of the outstanding share capital at the date of the general meeting (in addition to the authorizations under 7 and 8), for a period starting on the date of this general meeting and ending on 31 December 2020, for the purpose of a possible public offering of such shares and to limit or exclude statutory pre-emptive rights, if any (voting item)
10. Appointment of Deloitte Accountants B.V. as statutory auditor for the 2020 financial year (voting item)
11. Any other business, announcements or questions
12. End of the annual general meeting
All shareholders are requested to attend the meeting.
Breda, 27 March 2020
Board of Directors argenx SE
argenx SE, Willemstraat 5, 4811 AH Breda, the Netherlands
info@argenx.com — www.argenx.com
Exhibit 99.5
ANNUAL GENERAL MEETING
OF ARGENX SE
EXPLANATORY NOTES
The following items on the agenda of the meeting of argenx SE (the “Company”) shall be discussed and/or put to a vote. The numbers in the list correspond to the numbers on the agenda.
2. Report on the 2019 financial year (discussion item)
This agenda item includes an account of the financial year 2019.
3. Adoption of the new remuneration policy (voting item)
The proposed remuneration policy is designed to bring the remuneration policy (the “Policy”) in line with the necessary requirements as introduced by the Directive (EU) 2017/828 amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement (the “Directive”) which Directive is implemented in the Dutch Civil Code as per 1 December 2019, whereas the Policy applies to the remuneration of non-executive members of the board as well.
4. Approval of the 2019 remuneration report (advisory non-binding voting item)
In accordance with the Directive, the shareholders are asked to vote (which is an advisory non-binding vote) on the remuneration report, which provides a comprehensive overview of the remuneration paid to our CEO, senior management and non-executive directors for the 2019 financial year.
5. Discussion and adoption of the 2019 annual report and annual accounts:
5a. Discussion of the 2019 annual report (discussion item)
This agenda item includes the discussion of the 2019 annual report.
5b. Adoption of the 2019 annual accounts (voting item)
This agenda item includes the proposal to adopt the 2019 annual accounts.
5c. Corporate governance statement (discussion item)
This agenda item includes the discussion of the Company’s corporate governance section of the annual report.
5d. Allocation of losses of the Company in the financial year 2019 to the retained earnings of the Company (voting item)
It is proposed to allocate the losses of the Company in the financial year 2019 to the retained earnings of the Company.
5e. Proposal to release the members of the board of directors from liability for their respective duties carried out in the financial year 2019 (voting item)
It is proposed to release the members of the board of directors of the Company (the “Board”) from liability for their respective duties, insofar as the exercise of such duties is reflected in the annual accounts or otherwise disclosed to the general meeting prior to the adoption of the annual accounts.
argenx SE Willemstraat 5, 4811 AH Breda, the Netherlands
info@argenx.com — www.argenx.com
1
6. Re-appointment of Pamela Klein as non-executive director to the board of directors of the Company (voting item)
The Board proposes to appoint Pamela Klein as a non-executive director of the Company with effect from the date of this general meeting.
The proposed appointment is for a term ending on the day of the annual general meeting of shareholders to be held in 2024, which is the fourth year after the year of the appointment. 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 Pamela Klein’s skills, knowledge and expertise built up during his career and his contribution and performance as non-executive director of the Company.
Biography
Dr. Pamela Klein (°1961) has served as a member of our board of directors since April 2016. Dr. Klein is a principal and founder of PMK BioResearch, which offers strategic consulting in oncology drug development to corporate boards, management teams and the investment community, a position she has held since 2008. She currently serves as a member of various scientific advisory boards and board of directors (Spring Bank Pharmaceuticals, Patrys, I-Mab Biopharma). Previously, Dr. Klein spent seven years at the National Cancer Institute as Research Director of the NCI-Navy Breast Center, after which she joined Genentech and was VP, Development until 2001. She served as Chief Medical Officer for Intellikine which was acquired by Takeda. She was previously Vice President, Development for Genentech. Dr. Klein holds a Bachelor’s degree in biology from California State University and an M. D. from Stritch School of Medicine, Loyola University Chicago and is trained in internal medicine and medical oncology.
As non-executive director Pamela Klein has been awarded 45.000 share options under the argenx option plan and she doesn’t hold any shares in the company.
7. Authorization of the board of directors to grant rights to subscribe for shares in the capital of the Company up to a maximum of 4% of the outstanding capital at the date of the general meeting, pursuant to, and within the limits of, the argenx option plan, for a period of 18 months from the general meeting and to limit or exclude statutory pre-emptive rights, if any (voting item)
Equity based compensation is essential to our talent acquisition and retention strategy, both for our short- and long-term strategic business plan. Based on data on the level of equity compensation necessary to make market competitive grants to executives and broad-based employees, the Company anticipates needing up to 4% of its fully diluted common shares outstanding. The Company’s ability to recruit the best talent will be critical for its ongoing success.
The shareholders are asked to renew the authorization of the board to grant stock options (rights to subscribe for shares) up to a maximum of 4% of the outstanding capital for a period of 18 months after the date of this extraordinary general meeting and in relation thereto to limit or exclude the statutory
argenx SE Willemstraat 5, 4811 AH Breda, the Netherlands
info@argenx.com — www.argenx.com
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pre-emptive rights, if any. When adopted, this authorization will replace the authorization granted during the annual general meeting of argenx SE held on 25 November 2019.
We note that this 4% authorization is below the 50th percentile annual burn rate of comparable pre-commercial companies in the United States.
8. Authorization of the board of directors to issue shares and grant rights to subscribe for shares in the share capital of the Company up to a maximum of 10% of the outstanding capital at the date of the general meeting for a period of 18 months from the general meeting and to limit or exclude statutory pre-emptive rights (voting item)
This agenda item proposes to designate the Board as the corporate body competent to issue ordinary shares in the capital of the Company and grant rights to subscribe for ordinary shares in the capital of the Company at any time during a period of 18 months as of the date of this general meeting up to a maximum of 10% of the issued share capital of the Company, to be calculated against the amount of issued share capital as it will be at the date of this general meeting and in relation thereto to limit or exclude the statutory pre-emptive rights. For the avoidance of doubt: this authorization is in addition to the authorization to issue shares pursuant to the grant and exercise of stock options, as proposed to be granted under item 7. of the agenda.
9. Authorization of the board of directors to issue additional shares in the share capital of the company up to a maximum of 10% of the outstanding share capital at the date of the general meeting (in addition to the authorizations under 7 and 8), for a period starting on the date of this general meeting and ending on 31 December 2020, for the purpose of a possible public offering of such shares and to limit or exclude statutory pre-emptive rights (voting item)
This agenda item proposes to designate the Board as the corporate body competent to issue ordinary shares in the capital of the Company and grant rights to subscribe for ordinary shares in the capital of the Company at any time during a period leading up to and including 31 December 2020 up to a maximum of 10% of the issued share capital of the Company, to be calculated against the amount of issued share capital as it will be at the date of this general meeting and in relation thereto to limit or exclude the statutory pre-emptive rights. The new shares are to be issued to finance a further acceleration of the Company’s business plan following positive clinical data. For the avoidance of doubt: this authorization is in addition to the authorization to issue shares pursuant to the exercise of stock options as proposed to be granted under item 7. of the agenda and in addition to the authorization to issue shares pursuant to item 8. of the agenda.
10. Appointment of Deloitte Accountants B.V. as external auditor of the Company for the 2020 financial year (voting item)
This agenda item proposes to the general meeting of shareholders to appoint Deloitte Accountants B.V. as the external auditor of the Company for the 2020 financial year.
argenx SE Willemstraat 5, 4811 AH Breda, the Netherlands
info@argenx.com — www.argenx.com
3
Exhibit 99.6
Proposed new Remuneration Policy argenx SE
This proposed remuneration policy (the “Policy”) is designed to bring the current remuneration policy in line with the necessary requirements as introduced by the Directive (EU) 2017/828 amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement
The following existing practices of the company were not yet explicitly mentioned in the remuneration policy of November 7, 2017, and can therefore be regarded as the most material changes of this new remuneration policy :
(i) an explanation of the way in which the Policy contributes to the implementation of the strategy, long-term interests and sustainability of the Company;
(ii) an explanation of the way the pay and employment conditions of employees were taken into account when establishing the Policy;
(iii) an overview of the fixed and variable remuneration, and of the criteria for the award of variable remuneration;
(iv) an explanation of the decision-making process followed for the determination, review and implementation of the Policy;
(v) a specification of the maximum percentages of fixed and variable cash incentive, and description of performance criteria that are set to receive variable cash compensation;
(vi) a description of the remuneration of executive directors and C-level management in the form of stock options;
(vii) an annually recurring grant of 10,000 stock options per year to non-executive members of the board;
(viii) a description of the procedural conditions under which deviation from the Policy is allowed, and from what parts of the Policy deviation is allowed;
(ix) incorporation of (a) the identity, mission and values of the Company; (b) the remuneration ratio and (c) the public backing; and
(x) criteria for the duration of contracts with directors,
whereas the Policy applies to the remuneration of non-executive members of the board and C-level management as well.
This proposed Policy is established to be competitive in the (employment) markets in which we operate, mainly the United States, Europe and Japan. This means that this Policy may deviate on certain topics from European corporate governance practices in order to ensure that we can also attract highly qualified personnel in the non-European markets in which we compete for key persons. As such, the approach taken by us is to apply a remuneration policy which is overall balanced and allows tailoring individual remuneration packages to ensure a fair and competitive remuneration for the (job)market in which our key persons operate. We believe this adds to the long-term value creation for all our stakeholders.
1
ARGENX SE
REMUNERATION POLICY
This remuneration policy for the executive directors and non-executive directors of the board of directors (the “Board”) and C-level management (the “Management”) of argenx SE and its subsidiaries (the “Company”) has been approved by the general meeting of the Company on, and will apply as from
[date] 2020
2
| 1 | General | 4 |
|---|---|---|
| 2 | Strategy, goals and principles | 4 |
| 2.1 | Strategy and goals | 4 |
| 2.2 | Principles | 4 |
| 3 | Remuneration components executive directors and Management | 5 |
| 3.1 | Components | 5 |
| 3.2 | Relative proportions | 5 |
| 3.3 | Fixed base salary | 6 |
| 3.4 | Variable annual cash compensation | 6 |
| 3.5 | Long-term incentive plan — stock (options) | 7 |
| 3.6 | Pension and fringe benefits | 8 |
| 3.7 | Severance arrangements | 8 |
| 3.8 | Contractual arrangements | 8 |
| 3.9 | Duration of contracts | 8 |
| 4 | Remuneration components non-executive members of the Board | 9 |
| 4.1 | General | 9 |
| 4.2 | Fixed fee | 9 |
| 4.3 | Long-term incentive plan | 9 |
| 4.4 | Contracts | 9 |
| 5 | General | 9 |
| 5.1 | Sustainability, societal support and claw back | 9 |
| 5.2 | Temporary deviations from the Policy | 10 |
| 5.3 | Loans and guarantees | 10 |
| 5.4 | Adoption of the Policy | 10 |
| 5.5 | Adjustment of the Policy | 10 |
3
1 General
This Policy applies to the remuneration granted by us to our senior management and our statutory directors, both executive and non-executive.
2 Strategy, goals and principles
2.1 Strategy and goals
2.1.1 We are a clinical-stage biotechnology company developing a deep pipeline of differentiated antibody-based therapies for the treatment of severe autoimmune diseases and cancer. We consider ourselves successful if we manage to develop and bring to the market new product candidates able to treat conditions which were not effectively treatable before, or which are more effective than existing medication and therapies, and as such are able to positively change the lives of patients all over the world. We aim to achieve such success through a strategy involving discovering, developing, testing and eventually commercializing (potential) product candidates.
2.1.2 Successful implementation of our strategy requires an intense long term effort of highly qualified persons, whereby long term success is inherently uncertain. As such, this Policy is aimed at attracting and retaining highly qualified persons for executive- and non-executive positions on our Board as well as upper level management and to motivate them to contribute to our long term goals and strategy.
2.2 Principles
This Policy contributes to the successful implementation of our strategy, achievement of our long term goals and the promotion of sustainable value creation while taking into account our identity, mission and values by applying of the following principles:
(i) Our remuneration packages and employment conditions are competitive enough to allow us to attract the highly qualified persons we require for the implementation of our strategy
Remuneration packages offered by the Company and the fixed and variable components of which they consist are of comparable or slightly better value than those offered by our peers in those (parts of) geographical markets in which we compete for qualified personnel. Such competitiveness is ensured by performing benchmarking exercises on a regular basis, against a peer group of at least five (5) comparable companies (hereinafter the “Peer Group”).
(ii) Our Key Persons are set short term performance targets designed to contribute to our long term success and accompanying value creation
Each Key Person is set annual goals specific to its role, consisting — to the extent appropriate for such Key Person’s position — of quantitative and qualitative targets achievable on a short term (typically one calendar year), which are designed to contribute to our long term, sustainable success. Targets promoting long term value (such as success in any stage of development, clinical testing, commercialization of our products or fund raising to support our strategy) are favored over short term successes (such as short term share value increase) which do not necessarily contribute to our long term success.
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(iii) Long term incentives promote retention of Key Persons by allowing them to benefit from our long term success
Long term incentives (such as stock based incentives) are earned and/or vested over a multi-year period, encouraging long term commitment to the Company and our strategy. The value potential of long term incentives promotes decisions which contribute to long term value over those creating unsustainable short term successes.
(iv) The remuneration at different levels in our Company is representative of the extent to which we depend on each person for our long term success
The balance of remuneration at different levels in the Company takes into account the responsibilities and challenges specific to each role within the Company and its overall contribution to our success, as well as the other conditions of employment applicable for each role. Changes to the remuneration package of any Key Person are considered in the context of the market environment as well as the remuneration offered to other Company personnel.
3 Remuneration components executive directors and Management
3.1 Components
The remuneration of Key Persons other than non-executive members of the Board consists of the following fixed and variable components:
Fixed remuneration:
(i) a fixed base salary;
(ii) pension and fringe benefits; and
(iii) severance arrangements.
Variable remuneration:
(iv) a variable annual cash compensation (short-term annual incentive) based on specific performance targets;
(v) a long-term share based variable incentive in the form of stock options or (restricted) stock units;
3.2 Relative proportions
Under Dutch law, we are required to describe the relative proportions of our fixed remuneration components and our variable remuneration components. We aim to achieve the following proportions:
(i) Cash remuneration (up to 36%), of which:
· Fixed cash remuneration up to 70%;
· Variable cash remuneration up to 30%
(ii) Equity based compensation (up to 64%)
* The calculation of the relevant proportion of the variable remuneration requires us to value each component. For purposes of the ratio shown above, instead of using the Black-Scholes method we
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are required to use in our financial reporting under International Financial Reporting Standards, we will value stock options based on the applicable Belgian laws on valuing stock options for taxation purposes. We believe that Black-Scholes is not an appropriate valuation method for the purpose of describing the abovementioned pay ratio, as this method typically results in a highly significant value of stock options even if those options are not in the money at grant and may not be (significantly) in the money any time in the foreseeable future, or at all. As the majority of our employees are taxed in Belgium, we believe the valuation method under Belgian law is representative, and provides a better understanding of the balance in our remuneration packages than does the Black-Scholes model.
3.3 Fixed base salary
The base salary of Key Persons living in Europe will be determined at a range around or slightly above the 75th percentile salary level within the European companies of the Peer Group, whereas the 50th percentile salary level of US based companies in the Peer Group will be the reference for Key Persons living in the United States. The base salary of the chief executive officer will be determined at a range around or slightly above the median salary levels payable within a blend of both European and US companies of the Reference Group.
3.4 Variable annual cash compensation
3.4.1 The base amount of the variable annual cash compensation is based on our benchmarking analysis and aim to offer a competitive remuneration for the specific position we are looking to hire (or maintain) a Key Person for. The maximum base amount of the variable annual cash compensation offered shall be between 35 — 60% of the annual base salary of a Key Person.
3.4.2 The annual variable cash incentive offered for each Key Person is in each case determined ultimately at the start of the period in which the incentive may be earned and shall be based on a scenario analysis and takes into account the benchmarking data available from the our most recent benchmarking exercises as described in clause 2.2(i).
3.4.3 The variable remuneration component is based on stringent performance based targets aimed at furthering our strategy and thereby contributing to long term value creation for the Company and its stakeholders. Specific targets are designed annually for each (group of) Key Employee, consist of objective criteria and are, depending on the role of the Key Person, linked to one or more of the following performance criteria of the Company, ensuring alignment between the Company’s performance and variable remuneration pay out:
(i) Advancing our product pipeline and development of the Company’s product candidates;
(ii) Furthering and/or improving the collaborations with third parties on which the Company’s success (partially) depends;
(iii) Contributing to and promoting our core values including integrity, team work, a positive critical attitude and a supportive work environment;
(iv) Achieving successes in clinical trials, regulatory approval processes and/or other relevant steps towards the furtherance of our product candidates;
(v) Enabling further (equity) financing of our activities; and/or
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(vi) Personal development of our employees.
3.4.4 Subject to continued service as Key Person, the Board will assess the extent to which each of the performance criteria have been achieved, among other things by analysing the financial results and reports, and will determine the variable remuneration amount.
3.4.5 The Board shall in the first quarter of each calendar year establish if — and to what extent — the individual performance targets of a Key Person have been achieved, and to which extent the variable annual cash compensation shall become payable as a result thereof.
3.4.6 In the event of overachievement of goals set, a maximum cash compensation of up to 2 times the base amount can be earned. As a result, in case of exceptional performance, Key Persons may be granted up to 120% of their base salary in annual cash compensation.
3.4.7 The annual cash compensation is — to the extent awarded — payable within the first calendar quarter of each year.
3.4.8 The Board is authorized under Dutch law to partially or fully claim back any variable cash compensation paid to our Chief Executive Officer to the extent that such variable cash compensation was paid out on the basis of erroneous information about the achievement of the performance targets underlying such variable cash compensation.
3.5 Long-term incentive plan — stock (options)
3.5.1 We may grant stock options or rights under similar equity based incentive schemes as approved by the general meeting from time to time to align the long term financial interests of the Key Persons with those of our stakeholders.
3.5.2 The amount of stock options to be granted is based on a benchmarking exercise which is regularly performed, to ensure that the stock option grants are competitive and in line with market practice.
3.5.3 Under our stock option plan, options are granted annually and have a vesting period of minimum three (3) and maximum four (4) years.
3.5.4 Options may be exercised within a period of ten (10) years following the date of grant and only to the extent vested. Shares obtained through the exercise of options are freely transferrable.
3.5.5 The exercise price of stock options is based on the average price of the shares in a 30 calendar day period prior to the date of grant. No discount is provided.
3.5.6 For further details on the terms and conditions of our stock option plan, we refer to the stock option plan available on our website and as may be amended from time to time.
3.5.7 The amount of options granted annually to each (group of) Key Person is determined on the basis of a base package grantable to such (group of) Key Person and adjusted for each Key Person’s individual performance as established as part of its annual performance review, taking into account the individual performance targets set for such person.
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3.6 Pension and fringe benefits
3.6.1 The executive director(s) and Management members shall (continue to) participate in a defined contribution pension scheme operated by a third party pension insurance organization.
3.6.2 The executive director(s) and Management members are entitled to customary fringe benefits, such as a company car.
3.7 Severance arrangements
3.7.1 In case of termination of the employment or management agreement other than for cause, Key Persons will be entitled to a severance payment in line with market practice in the Peer Group not exceeding one (1) year’s salary.
3.7.2 For our Chief Executive Officer, who is specifically at risk of being dismissed in case of a change of control of the Company, the severance payment may consist of up to eighteen (18) months’ salary.
3.7.3 The conditions of the severance are included in the employment or management contracts and are based on a recommendation of the Remuneration and Nomination Committee. The severance arrangement may also include an accelerated vesting of outstanding stock options.
3.7.4 We will prevent ‘pay for failure’ and will therefore not pay a severance arrangement in the event of seriously culpable or negligent behaviour on the part of the Key Person being dismissed. We will also not pay severance if the agreement is terminated at the initiative of the Key Person.
3.8 Contractual arrangements
Key Persons may be offered a contract of employment or a consultancy or management contract. Contracts with Key Persons may be entered into for fixed or undefined periods. Non-executive members of the Board shall be required to sign a service agreement in relation to their appointment, for which the term shall be linked to the term of their appointment by our general meeting. Contracts offered to executive members of the Board shall not be regarded as employment contracts.
3.9 Duration of contracts
3.9.1 The management contract for our Chief Executive Officer, also being our only executive director, is entered into for an indefinite period of time.
3.9.2 Employment, management or consultancy contracts with other Key Persons may be entered into for fixed periods or for indefinite periods, as is required for us to offer competitive conditions allowing for the recruitment of the highly qualified persons required to execute its business strategy.
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4 Remuneration components non-executive members of the Board
4.1 General
The remuneration of non-executive members of the Board consists of the following components:
(i) a fixed fee, consisting of a base fee and an additional fee if the non-executive director is the chairman of the board or any of its committees or if the non-executive director is a member of a board committee; and
(ii) an annual grant of 10,000 stock options.
4.2 Fixed fee
The fixed fee of non-executive members of the Board will be determined at a range around or slightly above the median of fees payable within the Peer Group, including both European and US based companies. The additional fixed fees paid to chairmen of the Board or any of its committees and the members of these board committees shall be proportional to the additional amount of time required to perform the position of chairman of the Board and/or such committees and/or member of such committees.
4.3 Long-term incentive plan
In deviation from the Dutch Corporate Governance Code, we will grant stock options or comparable long term equity based incentives to non-executive members of the Board at appointment and subsequently once per year, to further align the interests of the members of the Board with those of our stakeholders and to contribute to our ability to attract highly qualified and experienced non-executive members of the Board. Clauses 3.5.2 to 3.5.6 apply mutatis mutandis to the stock options granted to the non-executive members of our Board.
4.4 Contracts
Upon appointment, non-executive members on our Board are required to sign a service contract which will apply for the duration of their mandate, and which among other things includes specific obligations regarding the duties of non-executive directors, corporate governance requirements, price-sensitive information, confidentiality, limitation on board positions and disclosure requirements on conflicts of interests.
5 General
5.1 Sustainability, societal support and claw back
5.1.1 By adhering (to a large extent) to the remuneration levels offered within our peer group we promote competitive sustainability of our Policy as well as broader societal support for our remuneration packages.
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5.2 Temporary deviations from the Policy
5.2.1 The Board has the authority to temporarily deviate from this Policy in case of exceptional circumstances, primarily those in which deviation is necessary to serve the long-term interests and sustainability of the Company or to guarantee the viability of the Company. In case the Board intends to grant remuneration in deviation from this Policy, the following procedural requirements apply:
(i) Unless the deviation is proposed by the Remuneration and Nomination Committee, the Remuneration and Nomination Committee will be consulted on the necessity, extent and manner of the proposed deviation and will be allowed sufficient time to deliberate the impact thereof;
(ii) The Board must approve such deviation with a normal majority, including at least a majority of the Non-executive directors;
(iii) In case of a proposed resolution to deviate from this Policy with regard to the remuneration of a member of our Board, such member of our Board shall not participate in the deliberation and decision making on such deviation; and
(iv) If we decide to grant any remuneration in deviation from this Policy, we will explain the reasons and extent of such deviation in our remuneration report presented to our shareholders.
5.2.2 If exceptional circumstances warranting a deviation from this Policy should arise, we may deviate from any part of section 3 and 0 hereof. Other parts of this Policy may not be deviated from.
5.3 Loans and guarantees
No personal loans or guarantees (including mortgage loans) may be offered to any members of the Board.
5.4 Adoption of the Policy
This Policy is adopted at the proposal of our Board, in close cooperation and on the basis of a proposal of our Remuneration and Nomination Committee, with the approval of (at least 75% of) our shareholders.
5.5 Adjustment of the Policy
5.5.1 The Remuneration and Nomination Committee monitors and regularly re-evaluates whether this Policy is still suitable for our purposes. If needed, adjustments may be proposed. In deciding whether any adjustments are required, the Remuneration and Nomination Committee also takes into account our shareholders’ approval or lack thereof, of the application of the remuneration policy in the preceding year.
5.5.2 In case of adjustments to the Policy, the important modifications shall be described and explained, including the way in which the votes and views of the shareholders are taken into account. In case of a material change to this Policy and at least once every four years, the Policy will be brought to the vote of our shareholders.
5.5.3 By law, approval and adoption of the Policy requires a majority of 75% of the votes.
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Exhibit 99.7
8582 Argenx VIF Proof 3 • Mark, sign and date your Voting Instruction Form. • Detach your Voting Instruction Form. • Return your Voting Instruction Form in the postage-paid envelope provided. MAIL Annual General Meeting of argenx SE to be held May 12, 2020 For Holders as of April 14, 2020 All votes must be received by 5:00 pm, New York Time on May 4, 2020. Copyright © 2020 Mediant Communications Inc. All Rights Reserved Please Sign Here Please Date Above Please Sign Here Please Date Above Please separate carefully at the perforation and return just this portion in the envelope provided. Authorized Signatures - This section must be completed for your instructions to be executed. EVENT # CLIENT # PROXY TABULATOR FOR ARGENX SE P.O. BOX 8016 CARY, NC 27512-9903 Directors Recommend AGENDA For Against Abstain 1. Opening 2. Report on the 2019 financial year (discussion item) 3. Adoption of the new remuneration policy (voting item) 4. Advisory vote to approve the 2019 remuneration report (advisory non-binding voting item) 5. Discussion and adoption of the 2019 universal registration document also serving as our annual report and annual accounts: a. Discussion of the 2019 universal registration document also serving as our annual report (discussion item) b. Adoption of the 2019 annual accounts (voting item) c. Corporate governance statement (discussion item) d. Allocation of losses of the Company in the financial year 2019 to the retained earnings of the Company (voting item) e. Proposal to release the members of the board of directors from liability for their respective duties carried out in the financial year 2019 (voting item) 6. Re-appointment of Pamela Klein as non-executive director to the board of directors of the Company (voting item) 7. Authorization of the board of directors to grant rights to subscribe for shares in the capital of the Company up to a maximum of 4% of the outstanding capital at the date of the general meeting, pursuant to, and within the limits of, the argenx option plan, for a period of 18 months from the annual general meeting and to limit or exclude statutory pre-emptive rights, if any (voting item) 8. Authorization of the board of directors to issue shares and grant rights to subscribe for shares in the share capital of the Company up to a maximum of 10% of the outstanding capital at the date of the general meeting, for a period of 18 months from the annual general meeting and to limit or exclude statutory pre-emptive rights, if any (voting item) 9. Authorization of the board of directors to issue additional shares in the share capital of the company up to a maximum of 10% of the outstanding share capital at the date of the general meeting (in addition to the authorizations under 7 and 8), for a period starting on the date of this general meeting and ending on 31 December 2020, for the purpose of a possible public offering of such shares and to limit or exclude statutory pre-emptive rights, if any (voting item) 10. Appointment of Deloitte Accountants B.V. as statutory auditor for the 2020 financial year (voting item) 11. Any other business, announcements or questions 12. End of the annual general meeting Annual General Meeting of argenx SE Date: May 12, 2020 See Voting Instruction On Reverse Side. Please make your marks like this: x Use pen only
8582 Argenx VIF Proof 3 argenx SE Instructions to The Bank of New York Mellon, as Depositary (Must be received prior to 5:00 p.m. (New York Time) on May 4, 2020) The undersigned registered holder of American Depositary Receipts hereby requests and instructs The Bank of New York Mellon, as Depositary, to endeavor, in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by such Receipt of argenx SE registered in the name of the undersigned on the books of the Depositary as of the close of business on April 14, 2020 at the Annual General Meeting of the members of argenx SE to be held on May 12, 2020 in respect of the resolutions specified on the reverse. NOTE: 1. The Depositary shall not vote or attempt to exercise the right to vote that attaches to such Shares or other Deposited Securities other than in accordance with such instructions or deemed instructions. (Continued and to be marked, dated and signed, on the other side) PROXY TABULATOR FOR ARGENX SE P.O. Box 8016 CARY, NC 27512-9903
