NAMS 8-K
NewAmsterdam Pharma Co N.V. (NAMS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 2, 2026, NewAmsterdam Pharma Company N.V. (the “Company”) held its 2026 annual general meeting of shareholders (the “Annual General Meeting”) in Amsterdam, the Netherlands. At the Annual General Meeting, the Company’s shareholders approved the NewAmsterdam Pharma Company N.V. 2026 Employee Stock Purchase Plan (the “ESPP”), which was previously approved by the Company’s Board of Directors on April 16, 2026 and became effective upon shareholder approval at the Annual General Meeting.
The purpose of the ESPP is to encourage and enable eligible employees to acquire property interests in the Company through ownership of the Company’s ordinary shares, nominal value €0.12 per share (the “Ordinary Shares”). The ESPP permits eligible employees to use payroll deductions to purchase the Company’s Ordinary Shares at a specified discount to the market price. The payroll deductions accumulate over the course of a Purchase Period (as defined in the ESPP), which will generally be six months in duration. On the first day of each Purchase Period, each participant in the ESPP will automatically be granted an option to purchase as many whole Ordinary Shares as the participant will be able to purchase with the payroll deductions credited to their account during the Purchase Period. At the end of the Purchase Period, the total payroll deductions of all participants are used to purchase Ordinary Shares directly from the Company at a 15% discount to the lower of the market price of the Ordinary Shares at the beginning or the end of the Purchase Period. The aggregate number of Ordinary Shares that may be issued under the ESPP may not exceed 1,150,000 Ordinary Shares. The number of Ordinary Shares issuable under the ESPP and the terms of purchase rights to acquire such Ordinary Shares are subject to adjustment in connection with certain corporate and recapitalization events as described in the ESPP. The Board of Directors or the Compensation Committee of the Board of Directors may terminate the ESPP at any time, and the ESPP shall automatically terminate on the ten-year anniversary of the date the ESPP was approved by the Company’s shareholders, or June 2, 2036.
A more detailed description of the ESPP was set forth in the Company’s definitive Proxy Statement for the Annual General Meeting, filed with the Securities and Exchange Commission (the “SEC”) on May 6, 2026, under the heading “Proposal 8: Approval of the NewAmsterdam Pharma Company N.V. 2026 Employee Stock Purchase Plan.” The foregoing summary is not intended to be complete and is qualified in its entirety by reference to the full text of the ESPP, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 2, 2026, the Company held the Annual General Meeting. A total of 116,903,979 of the Company’s ordinary shares were eligible to vote as of the record date of May 7, 2025. A quorum of 91,538,612 ordinary shares, or approximately 78.3%, voted in person or by proxy at the Annual General Meeting.
The final results of each of the agenda items submitted to a vote of the shareholders are as follows:
Proposal 1. The Company’s shareholders approved the adoption of the Dutch statutory annual accounts for fiscal year ended December 31, 2025. The votes cast were as follows:
For |
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Against |
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Abstain |
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Broker Non-Votes |
91,484,326 |
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3,855 |
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50,431 |
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— |
Proposal 2. The Company’s shareholders approved the discharge from liability for the Company’s directors with respect to the performance of their duties during the fiscal year ended December 31, 2025. The votes cast were as follows:
For |
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Against |
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Abstain |
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Broker Non-Votes |
85,229,605 |
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1,105,840 |
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51,557 |
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5,151,610 |
Proposal 3. The Company’s shareholders approved the instruction to Deloitte Accounts B.V. as the external auditor of the Company’s Dutch statutory annual accounts and Dutch statutory board report (including, to the extent applicable, sustainability reporting) for the fiscal year ending December 31, 2026. The votes cast were as follows:
For |
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Against |
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Abstain |
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Broker Non-Votes |
91,502,529 |
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4,636 |
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31,447 |
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— |
Proposal 4. The Company’s shareholders ratified the selection by the Company’s Audit Committee of Deloitte Accountants B.V. as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026. The votes cast were as follows:
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Against |
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Abstain |
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Broker Non-Votes |
91,502,639 |
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4,618 |
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31,355 |
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— |
Proposal 5. The Company’s shareholders approved the re-appointment of each of the two nominees listed below as a non-executive director of the Company, each to serve until the annual general meeting of shareholders in 2030, or until their earlier death, resignation or removal. The votes cast were as follows:
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Against |
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Abstain |
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Broker Non-Votes |
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John W. Smither |
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85,375,639 |
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956,620 |
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54,743 |
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5,151,610 |
Janneke van der Kamp |
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75,256,863 |
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9,899,189 |
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1,230,950 |
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5,151,610 |
Proposal 6. The Company’s shareholders approved the extension of authorization for the Board of Directors to issue Ordinary Shares (or rights to subscribe for Ordinary Shares) in the Company’s capital, for a five-year period ending June 2, 2031. The votes cast were as follows:
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Against |
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Abstain |
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Broker Non-Votes |
59,539,558 |
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26,801,646 |
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45,798 |
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5,151,610 |
Proposal 7. The Company’s shareholders approved the extension of authorization for the Board of Directors to limit or exclude pre-emption rights, for a five-year period ending June 2, 2031. The votes cast were as follows:
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Against |
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Abstain |
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Broker Non-Votes |
57,890,766 |
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28,450,917 |
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45,319 |
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5,151,610 |
Proposal 8. The Company’s shareholders approved the ESPP. The votes cast were as follows:
For |
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Against |
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Abstain |
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Broker Non-Votes |
86,221,442 |
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139,927 |
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25,633 |
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5,151,610 |
Proposal 9. The Company’s shareholders approved the 2025 compensation of the Company’s named executive officers by a non-binding, advisory (“Say-on-Pay”) vote. The votes cast were as follows:
For |
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Against |
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Abstain |
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Broker Non-Votes |
81,100,259 |
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4,946,963 |
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339,780 |
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5,151,610 |
Item 9.01 Financial Statements and Exhibits.
(d) |
Exhibits. |
Exhibit No. |
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Description |
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10.1 |
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NewAmsterdam Pharma Company N.V. 2026 Employee Stock Purchase Plan. |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
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NewAmsterdam Pharma Company N.V. |
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Date: |
June 3, 2026 |
By: |
/s/ Mike Marino |
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Name: |
Mike Marino |
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Title: |
Chief Legal Officer |
NEWAMSTERDAM PHARMA COMPANY N.V.
2026 EMPLOYEE STOCK PURCHASE PLAN
The purpose of the Plan is to provide eligible employees of the Company and each Designated Company with opportunities to purchase Shares. Subject to the provisions of Section 16 and Section 17, the maximum number of Shares that may be issued under the Plan shall be 1,150,000 Shares.
The Company intends this Plan to qualify as an “employee stock purchase plan” under Code Section 423 (including any amendments to or replacements of such Section), and this Plan shall be so construed. Any term not expressly defined in this Plan but defined for purposes of Code Section 423 shall have the same definition herein. However, with regard to offers of options for purchase of Shares under the Plan to employees outside the United States working for the Company or a Subsidiary or an Affiliate of the Company, the Board may offer a sub-plan or an option that is not intended to meet the Code Section 423 requirements and that varies from the terms and conditions of the Plan (provided that any such variations do not cause the Section 423 portion of the Plan to violate Section 423 of the Code). For the avoidance of doubt, the adoption of a sub-plan shall not be the adoption of a new plan for purposes of Treas. Reg. § 1.423-2(c).
Unless otherwise defined herein, capitalized terms in this Plan shall have the meaning ascribed to them in Section 30.
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Subject to applicable law, the Administrator, or its delegate, retains the discretion to impose trading restrictions or holding requirements on Shares purchased with respect to a particular Offering, or restrictions on the maximum number of Eligible Employees for Offerings in specific jurisdictions. If the Administrator elects to impose such restrictions or requirements, the restrictions or requirements will be described in the enrollment materials for the applicable Offering.
With respect to the Section 423 portion of the Plan, each Offering will comply with the requirement of Section 423(b)(5) of the Code that all Eligible Employees granted Options will have the same rights and privileges.
Each Offering in a member state of the European Economic Area shall be made in that relevant member state to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2(e) of the Regulation (EU) 2017/1129 (as amended)), or pursuant to any other available exemption to publish a prospectus in such member state. The maximum number of Eligible Employees for such Offerings may be restricted based on methodology as determined by the Administrator, subject to applicable law.
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For purposes of the Plan, in accordance with Treas. Reg. § 1.421-1(h)(2), the employment relationship shall be treated as continuing intact while the individual is on military leave, sick leave or other leave of absence approved by the Company or a Designated Company that does not exceed three months and during any period longer than three (3) months if the individual’s right to reemployment is guaranteed by statute or contract.
The Company retains the discretion to determine which Eligible Employees may participate pursuant to and consistent with Treasury Regulation §§ 1.423-2(e) and (f).
An Eligible Employee who works for a Designated Company and is a citizen or resident of a jurisdiction other than the United States (without regard to whether such individual also is a citizen or resident of the United States or is a resident alien (within the meaning of Section 7701(b)(1)(A) of the Code)) may be excluded from participation in the Plan or an Offering if the participation of such Eligible Employee is prohibited under the laws of the applicable jurisdiction or if complying with the laws of the applicable jurisdiction would cause an offering under the Section 423 portion of the Plan to violate Section 423 of the Code.
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Notwithstanding the foregoing, no Participant may be granted an Option hereunder if such Participant, immediately after the Option was granted, would be treated as owning Shares possessing 5% or more of the total combined voting power or value of all classes of Shares of the Company or any Parent or Subsidiary. For purposes of the preceding sentence, the attribution rules of Section 424(d) of the Code shall apply in determining the Share ownership of a Participant, and all Shares which the Participant has a contractual right to purchase shall be treated as Shares owned by the Participant. In addition, no Participant may be granted an Option which permits the Participant’s rights to purchase Shares under the Plan, and any other employee stock purchase plan (described in Section 423 of the Code) of the Company and its Parents and Subsidiaries, to accrue at a rate which exceeds $25,000 of the Fair Market Value of such Shares (determined on the Option grant date or dates) for each calendar year in which the Option is outstanding at any time (for example, in the event that the Administrator makes two Offerings of six months in duration that begin on January 1 and July 1 of a calendar year and each Offering is for a single Purchase Period, the maximum number of Shares that may be purchased in the first Offering shall be $25,000 divided by Fair Market Value of a Share as of January 1, and the maximum number of Shares that may be purchased in the second Offering, if any, shall be (a) $25,000 less the product of (i) Fair Market Value of a Share as of January 1 multiplied by (ii) the number of Shares purchased in the first Offering, divided by (b) Fair Market Value of a Share as of July 1). The purpose of the limitation in the preceding sentence is to comply with Section 423(b)(8) of the Code and shall be applied taking Options into account in the order in which they were granted.
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For purposes of clause (a) above, an Option shall be considered assumed if, following consummation of the Corporate Transaction, the Option confers the right to purchase, for each Share subject to the Option immediately prior to the consummation of the Corporate Transaction, the consideration (whether cash, securities, or other property) received as a result of the Corporate Transaction by holders of Shares for each Share held immediately prior to the consummation of the Corporate Transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if the consideration received as a result of the Corporate Transaction is not solely capital stock of the acquiring or succeeding corporation or other entity (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation or other entity, provide for the consideration to be received upon the exercise of Options to consist solely of capital stock of the acquiring or succeeding corporation or other entity (or an affiliate thereof) equivalent in value (as determined by the Administrator) to the per Share consideration received by holders of outstanding Shares as a result of the Corporate Transaction.
In addition, any action taken under this Section 17 shall be consistent with the intent that Options comply with Section 423 of the Code, unless otherwise expressly determined by the Administrator. The Plan shall in no event be construed to restrict in any way the Company’s right to undertake a dissolution, liquidation, merger, consolidation or other Corporate Transaction.
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For the avoidance of doubt, a transaction will not constitute a Corporate Transaction if: (x) its sole purpose is to change the jurisdiction of the Company’s incorporation, or (y) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.
Notwithstanding the foregoing, to the extent necessary to avoid adverse tax consequences under Section 409A of the Code, a transaction will not be deemed a Corporate Transaction unless the transaction qualifies as a change in control event within the meaning of Section 409A of the Code.
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