Trinity Biotech PLC 6-K, filed Sep 5, 2023
Trinity Biotech PLC (TRIB)
6-K
2023-09-05
For: 2023-09-05
View Original
Added on
April 12, 2026
About this 6-K
Trinity Biotech PLC filed this 6-K on September 5, 2023.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 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 September, 2023
TRINITY BIOTECH PLC
(Name of Registrant)
IDA Business Park
Bray, Co. Wicklow Ireland
(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 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): ☐
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No ☒
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-____
This Form 6-K is being incorporated by reference into our Registration Statements on Form S-8 (File Nos. 333-182279,333-195232 and 333-253070) and
Registration Statements on Form F-3 (File Nos. 333-239701 and 333-264992).
EXPLANATORY NOTE
Trinity Biotech plc sent holders of its Ordinary Shares the following: “Letter from the Board of Trinity Biotech plc“, “Notice of Annual General Meeting“
and “Form of Proxy“. Copies of these documents are filed herewith as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 and incorporated herein by reference.
- 2 -
EXHIBIT INDEX
| Exhibit | Description |
|
|
|
| 99.1 |
Letter from the Board of Trinity Biotech plc |
|
|
|
| 99.2 |
Notice of Annual General Meeting |
| 99.3 |
Form of Proxy |
- 3 -
Exhibit 99.1
Letter from the Board of Trinity Biotech plc
September 4, 2023
Dear Shareholder,
Annual General Meeting
of Trinity Biotech plc (the “Company”)
The board of directors (the "Board") of the Company encloses notice of an annual general meeting of the Company, to be held at the Company’s registered office at IDA Business Park, Bray, County Wicklow, Ireland, A98 H5C8, on September 29, 2023 at 10:00am (the "AGM").
Business of Annual General Meeting
We would like to take this opportunity to provide some additional information in relation to the various items of
business which are to be considered at the AGM.
Ordinary Business
Resolution 1
deals with the reappointment of Grant Thornton as statutory auditor of the Company to hold office until the conclusion of the next annual general meeting at which accounts are laid before the Company.
Resolution 2
seeks to authorise the Board to fix the statutory auditors' remuneration.
Resolution 3
proposes the re-appointment of Thomas Lindsay as a director who retires at the AGM and, being eligible, offer himself for re-appointment.
Mr Lindsay, who joined the Board as a non-executive director in October 2022, has more than 35 years of sales and
marketing leadership experience in the global medical diagnostics industry and was President of Alere Inc.’s (now Abbotts’s) business in Africa for many years. Most recently, Mr Lindsay has provided consultancy services to several international in vitro diagnostics businesses. He currently serves as a non-executive director for Genedrive plc, a rapid, low-cost molecular diagnostics platform
for the identification and treatment of a selection of infectious diseases.
The Board believes that it is important
for the future prospects of the Company to identify additional suitable persons for appointment as non-executive directors of the Company. The Board believes that from a governance perspective, it is important that the Company increase the
representation of qualified minorities and females on its Board, particularly in light of NASDAQ’s Board Diversity Rule. In this regard, the Board has appointed
Korn Ferry, an internationally recognised consulting firm, to conduct an extensive search for appropriately qualified and experienced non-executive directors and this search process is continuing.
In the interim, Mr Lindsay is currently the only independent non-executive director serving on the Board and is
the sole member of the Board’s audit committee. As such, the Board believes that it is particularly important that Mr Lindsay is re-appointed to the Board and would urge you to support Mr Lindsay’s re-election.
Resolution 4
proposes the appointment of Dr Andrew Omidvar as a director.
Dr Omidvar is currently Vice President of Government R&D and Enterprise at Philips Healthcare. Dr Omidvar also
currently serves on the Board of Directors of the Medical Technology Enterprise Consortium. Dr Omidvar is an experienced technology executive having held senior positions at MITRE, Motorola, and National Institute of Standards and Technology. Dr
Omidvar has also served as a Senior Advisor to the White House in relation to science and technology. Dr Omidvar holds an Executive MBA from George Mason University and a Ph.D. Electronics and Computer Science from the University of Oklahoma.
The Board believes that Dr Omidvar’s experience can support the Company’s transition of focus to next generation
medical technologies and as such would urge you to support Dr Omidvar’s appointment as an independent director.
How to Vote
ADS holders
If you have an interest in A ordinary shares, par value $0.0109, ("A Ordinary Shares") in ADS form (i.e., your shares are held as American Depository Shares through the program’s depositary, The Bank of New York Mellon ("BNY")), you will receive voting instructions: (i) from BNY directly, in the case of registered holders of ADSs (sometimes referred to as holding ADSs "of record"), or (ii) in the case of ADSs held beneficially (ie, "in
street"), from your broker. You must follow the instructions received in order to vote your shares.
Registered Ordinary Shareholders
For those registered holders of A
Ordinary Shares who are not attending the meeting, we would strongly encourage you to vote your shares by completing, signing and returning the enclosed form of proxy as soon as possible. To be valid, forms of proxy duly signed together with the
power of attorney or such other authority (if any) under which they are signed (or certified copy of such power or authority), must be lodged with Computershare Investor Services Ireland, 3100 Lake Drive, Citywest Business Campus, Dublin
24, D24 AK82, Ireland, not later than September 27, 2023 at 10:00am (or in the case of an adjournment, 48 hours before the time appointed for the holding
of the meeting).
Please follow the simple instructions set forth on the proxy card you receive to vote your shares.
Recommendation
The Board is satisfied that the resolutions set out in the notice of AGM are in the best interests of the Company and
its shareholders. Accordingly, the Board unanimously recommends that you vote in favour of each of the resolutions as they intend to do in respect of all the shares which can be voted by them.
As always, we thank you for your continued support.
Chairperson & CEO
September 4, 2023
Exhibit 99.2
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 29,
2023 AT 10:00 AM
Notice is hereby given that an annual general meeting of Trinity Biotech plc (the "Company") will be held at the Company’s registered office
at IDA Business Park, Bray, County Wicklow, Ireland, A98 H5C8, on September 29, 2023 at 10:00am for the following purposes:
Ordinary Business
| 1. |
To re-appoint Grant Thornton as statutory auditor of the Company to hold office until the conclusion of the next annual general meeting at which accounts are laid before the Company.
|
| 2. |
To authorise the board of directors to fix the statutory auditors' remuneration.
|
| 3. |
To re-appointment Thomas Lindsay as a director who retires, and, being eligible, offers himself for re-appointment.
|
| 4. |
To appoint Dr Andrew Omidvar as a director.
|
During the AGM, the Board will present, for consideration by the shareholders, the Company’s statutory financial statements under Irish law for the fiscal year ended December 31,
2022 (including the reports of the directors and the Irish statutory auditor thereon) and a review of the Company’s affairs.
By order of the Board
Aris Kekedjian
Chairperson of the Board
Notes:
| 1. |
Where used in this Notice the expressions "American Depositary Receipt" or "ADR" means an American depositary receipt evidencing one or more American depositary share(s), each of which in turn represents four shares.
|
| 2. |
Any member entitled to attend and vote at this meeting may appoint a proxy who need not be a member of the Company to attend, speak and vote in his/her place. Completion of the enclosed form of proxy will not affect the right of a
member to attend and vote at this meeting in person.
|
| 3. |
To be valid, forms of proxy duly signed together with the power of attorney or such other authority under which they are signed (or certified copy of such power or authority), must be lodged with Computershare Investor Services Ireland,
3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland, not later than September 27, 2023 at 10:00am (or in the case of an adjournment, 48 hours before the time appointed for the holding of the meeting).
|
| 4. |
The record date for the annual general meeting is September 1, 2023. Only those shareholders on the register of members and holders of ADRs at close of business on that date are entitled to vote at the annual general meeting or at any
adjournment or postponement thereof.
|
| 5. |
ADR holders may instruct the ADR depositary, The Bank of New York Mellon (BNY), as to the way in which the shares represented by their ADRs should be voted by completing and returning the voting card provided by BNY in accordance with
the instructions delivered by BNY to ADR holders.
|
| 6. |
Voting on each of the resolutions will be decided on a poll. This means that shareholders who do not attend the annual general meeting in person but have validly submitted a form of proxy will have their votes taken into account
according to the number of shares they hold.
|
| 7. |
All references to time in this Notice are to Irish Standard Time (as set out in the Standard Time Act 1968 and the Standard Time (Amendment) Act 1971).
|
| 8. |
The board reserves the right to withdraw any resolution contained in this Notice from the business of the AGM at any time up to the commencement of the AGM.
|
| 9. |
Board Diversity Matrix
|
|
Country of Principal Executive Offices
|
Ireland
|
|||
|
Foreign Private Issuer
|
Yes
|
|||
|
Disclosure Prohibited under Home Country Law
|
No
|
|||
|
Total Number of Directors
|
5
|
|||
|
Part I: Gender Identity
|
Female
|
Male
|
Non-Binary
|
Did Not Disclose
Gender
|
|
Directors
|
5
|
|||
|
Part II: Demographic Background
|
|
|||
|
Underrepresented Individual in Home Country Jurisdiction
|
1
|
|||
|
LGBTQ+
|
0
|
|||
|
Did Not Disclose Demographic Background
|
0
|
|||
| 10. |
Board Practices, Corporate Governance and Compensation of Certain Executive Officers and Directors
|
Item 6.B ("Compensation") of our Annual Report on Form 20-F for the year ended December 31, 2022 (which we refer to as our 2022 Form 20-F), contains information regarding
compensation paid to our directors and certain office holders with respect to 2022. Item 6.C of our 2022 Form 20-F ("Board Practices") contains additional information regarding our Board, its committees and our corporate governance practices.
We encourage you to review those portions of our 2022 Form 20-F, which we incorporate by reference herein (and for which we have provided a general link below), to obtain
additional information: https://www.sec.gov/ix?doc=/Archives/edgar/data/0000888721/000117891323001916/zk2329547.htm
Exhibit 99.3
Form of Proxy
For use at the annual general meeting to be held at IDA Business Park, Bray, County Wicklow, Ireland at 10:00 am on September 29, 2023 (the "Annual General Meeting").
I/We ________________________________________________________________
(BLOCK LETTERS)
of ________________________________________________________________
being a member/members of the above Company hereby appoint the chairman of the Annual General Meeting
*or __________________________________________________________
as my/our proxy to vote for me/us on my/our behalf at the said meeting of the Company to be held at 10:00 am September 29, 2023 and at any adjournment thereof.
I/We direct that my/our vote(s) be cast on each specified resolution as indicated by an X in the appropriate box below.
This proxy may be exercised in respect of all / ____________** shares registered in my/our name(s).
*If it is desired to appoint another person as proxy, these words should be deleted and the name and address of the proxy, who need not be a member of the Company be inserted.
**Where a proxy is not to have the authority to vote all shares registered in the name of the member/members, the member/members should specify the number of shares which may be voted by the proxy,
where indicated above. Where the number of shares is not inserted, a proxy will be deemed to have authority to vote all of the shares registered in the member’s/members' name(s).
RESOLUTIONS
| For | Against | Withheld | |
|
Resolution 1
Reappointment of statutory auditor
|
☐
|
☐ | ☐ |
|
Resolution 2
Remuneration of statutory auditor.
|
☐ | ☐ | ☐ |
|
Resolution 3
Re-appointment of director Thomas Lindsay
|
☐ | ☐ | ☐ |
|
Resolution 4
Appointment of director Andrew Omidvar
|
☐ | ☐ | ☐ |
Dated this day of September 2023
Signature
Notes:
| 1. |
Where used in this Notice the expressions "American Depositary Receipt" or "ADR" means an American depositary receipt evidencing one or more American depositary share(s), each of which
in turn represents four shares.
|
| 2. |
Any member entitled to attend and vote at this meeting may appoint a proxy who need not be a member of the Company to attend, speak and vote in his/her place. Completion of the
enclosed form of proxy will not affect the right of a member to attend and vote at this meeting in person.
|
| 3. |
To be valid, forms of proxy duly signed together with the power of attorney or such other authority under which they are signed (or certified copy of such power or authority), must be
lodged with Computershare Investor Services Ireland, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland, not later than September 27, 2023 at 10:00am (or in the case of an adjournment, 48 hours before the time appointed
for the holding of the meeting).
|
| 4. |
The record date for the annual general meeting is September 1, 2023. Only those shareholders on the register of members and holders of ADRs at close of business on that date are
entitled to vote at the annual general meeting or at any adjournment or postponement thereof.
|
| 5. |
ADR holders may instruct the ADR depositary, The Bank of New York Mellon (BNY), as to the way in which the shares represented by their ADRs should be voted by completing and returning
the voting card provided by BNY in accordance with the instructions delivered by BNY to ADR holders.
|
| 6. |
Voting on each of the resolutions will be decided on a poll. This means that shareholders who do not attend the annual general meeting in person but have validly submitted a form of
proxy will have their votes taken into account according to the number of shares they hold.
|
| 7. |
All references to time in this Notice are to Irish Standard Time (as set out in the Standard Time Act 1968 and the Standard Time (Amendment) Act 1971).
|
| 8. |
The proxy appointed shall not vote or attempt to exercise the right to vote attached to the shares, other than in accordance with instructions set out in this form of proxy. The proxy
shall not have the right to vote the shares on any matter that comes before the meeting other than those specifically set out in the notice of meeting.
|
| 9. |
The board reserves the right to withdraw any resolution contained in the notice of meeting from the business of the Annual General Meeting at any time up to the commencement of the
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.
| TRINITY BIOTECH PLC | |||
|
(Registrant)
|
|||
|
|
By:
|
/s/ John Gillard | |
| John Gillard | |||
| Chief Financial Officer | |||
Date: September 05, 2023