6-K
Legend Biotech Corp (LEGN)
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 of
the Securities Exchange Act of 1934
Date of Report: October 17, 2022
Commission File Number: 001-39307
Legend Biotech Corporation
(Exact Name of Registrant as Specified in its Charter)
2101 Cottontail Lane
Somerset, New Jersey 08873
(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 ☐
Indicate by check mark if the registrant is submitting the Form 6-K on paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K on paper as permitted by Regulation S-T Rule 101(b)(7): ☐
On October 14, 2022, Legend Biotech Corporation (the “Company”) held its 2022 Annual General Meeting of Shareholders. The voting results are attached hereto as Exhibit 99.1.
This report on Form 6-K, including Exhibit 99.1, shall be deemed to be incorporated by reference in the registration statements of the Company on Form F-3 (Nos. 333-257609 and 333-257625) and Form S-8 (No. 333-239478), to the extent not superseded by documents or reports subsequently filed.
EXHIBITS
Exhibit 99.1 — Voting Results of Annual General Meeting
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.
| LEGEND BIOTECH CORPORATION | ||
|---|---|---|
| Date: October 17, 2022 | By: | /s/ Ying Huang |
| Name: | Ying Huang, Ph.D. | |
| Title: | Chief Executive Officer |
Exhibit 99.1
Voting Results of 2022 Annual General Meeting
At Legend Biotech Corporation’s (the “Company”) annual general meeting of shareholders held on October 14, 2022 (the “AGM”), the Company’s shareholders:
| ● | received the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2021; |
|---|---|
| ● | ratified the appointment of Ernst & Young LLP as the Company’s independent auditor for the fiscal year ending December 31, 2022; |
| --- | --- |
| ● | re-elected each of Dr. Patrick Casey, Mr. Philip Yau and Dr. Fangliang Zhang to serve as a Class II director for a three year term; and |
| --- | --- |
| ● | authorized each of the directors and officers of the Company to take any and every action that might be necessary to effect the forgoing resolutions as<br> such director or officer, in his or her absolute discretion, thinks fit. |
| --- | --- |
A total of approximately 324,090,586 ordinary shares, including those underlying ADSs, representing approximately 96.8% of the ordinary shares issued and outstanding as of September 13, 2022, the record date, were present in person or by proxy at the AGM. The results of the votes are as follows:
| For | Against | Abstain | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Resolutions | Votes | % | Votes | % | Votes | % | |||||||||
| Reception of Audited Financial Statements | 324,021,470 | 99.979 | % | 1,912 | 0.001 | % | 67,204 | 0.021 | % | ||||||
| Ratification of appointment of Ernst & Young LLP as Independent Auditor for Fiscal Year<br> 2022 | 324,052,382 | 99.988 | % | 6,026 | 0.002 | % | 32,178 | 0.010 | % | ||||||
| Election of Directors | |||||||||||||||
| Dr. Patrick Casey (Class II) | 321,860,342 | 99.312 | % | 2,194,242 | 0.677 | % | 36,002 | 0.011 | % | ||||||
| Mr. Philip Yau (Class II) | 319,090,836 | 98.457 | % | 4,964,914 | 1.532 | % | 34,836 | 0.011 | % | ||||||
| Dr. Fangliang Zhang<br><br> <br>(Class II) | 323,676,232 | 99.884 | % | 378,250 | 0.117 | % | 36,104 | 0.011 | % | ||||||
| Authorization of Directors and Officers | 323,789,904 | 99.919 | % | 269,124 | 0.083 | % | 31,558 | 0.010 | % |
*Represents less than 0.001% of Votes.
Dr. Fangliang Zhang, Chairman of the Board of Directors, as the person designated by the Company, was granted a discretionary proxy by JPMorgan Chase Bank, N.A., the depositary of the ADSs, pursuant to the Deposit Agreement governing the ADSs and the Voting Instruction Card mailed by the depositary to the holders of the ADSs, to vote 14,463,776 ordinary shares underlying ADSs for which no voting instructions were given by the holders, and he exercised the discretionary proxy to vote in favor of each of the proposals submitted for shareholder approval at the AGM.