BeiGene Announces Executive Changes and Shareholder Votes

TL;DR

BeiGene's board sees a change with Director Smith out and Dr. Wang stepping in as CMO.

AI Summary

On June 5, 2024, BeiGene, Ltd. filed an 8-K report detailing several key events. The company announced the departure of Director Robert J. H. Smith and the appointment of Dr. Xiaojun Wang as Chief Medical Officer. Additionally, the filing includes information on compensatory arrangements for certain officers and matters submitted to a vote of security holders.

Why It Matters

This filing signals a shift in leadership within BeiGene's executive team, potentially impacting the company's strategic direction and operational focus.

Risk Assessment

Risk Level: medium — Changes in key executive positions and board composition can introduce uncertainty regarding future strategy and performance.

Key Players & Entities

• BeiGene, Ltd. (company) — Registrant
• Robert J. H. Smith (person) — Departing Director
• Dr. Xiaojun Wang (person) — Appointed Chief Medical Officer
• June 5, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.0001 — resenting 13 Ordinary Shares, par value $0.0001 per share BGNE The NASDAQ Global Sele
• $6,000,000 — SUs") with a grant date fair value of US$6,000,000 to Mr. John V. Oyler under the Second A
• $1,333,333 — RSUs with a grant date fair value of US$1,333,333 to Dr. Xiaodong Wang under the 2016 Pla
• $200,000 — RSUs with a grant date fair value of US$200,000 to each of the independent non-executiv

Filing Documents

• bgne-20240605.htm (8-K) — 111KB
• a2024605formx2024agmxex101.htm (EX-10.1) — 110KB
• a2024605formx2024agmxex102.htm (EX-10.2) — 61KB
• 0001651308-24-000055.txt ( ) — 449KB
• bgne-20240605.xsd (EX-101.SCH) — 2KB
• bgne-20240605_lab.xml (EX-101.LAB) — 22KB
• bgne-20240605_pre.xml (EX-101.PRE) — 13KB
• bgne-20240605_htm.xml (XML) — 3KB

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. On June 5, 2024, the Company held its Annual Meeting. As disclosed in the Company's Proxy Statement , there were 1,359,524,369 ordinary shares entitled to vote at the Annual Meeting as of the record date of April 19, 2024 (the "Record Date"), including ordinary shares in the form of American Depositary Shares ("ADSs"), each representing 13 ordinary shares, and ordinary shares listed on the Science and Technology Innovation Board of the Shanghai Stock Exchange and traded in RMB ("RMB shares"). At the Annual Meeting, of the ordinary shares entitled to vote, 1,054,059,720 ordinary shares, including ordinary shares represented by ADSs, or approximately 77.53% of the outstanding ordinary shares on the Record Date, were present and voted in person or by proxy (including abstentions) for Resolution 1; 1,054,059,718 ordinary shares, including ordinary shares represented by ADSs, or approximately 77.53% of the outstanding ordinary shares on the Record Date, were present and voted in person or by proxy (including abstentions) for Resolutions 2 through 6, Resolutions 10 through 15 and Resolutions 17(a) through 19; 1,054,059,473 ordinary shares, including ordinary shares represented by ADSs, or approximately 77.53% of the outstanding ordinary shares on the Record Date, were present and voted in person or by proxy (including abstentions) for Resolutions 7 and 8; 1,048,917,718 ordinary shares, including ordinary shares represented by ADSs, or approximately 77.15% of the outstanding ordinary shares on the Record Date, were present and voted in person or by proxy (including abstentions) for Resolution 9; and 1,052,375,838 ordinary shares, including ordinary shares represented by ADSs, or approximately 77.41% of the outstanding ordinary shares on the Record Date, were present and voted in person or by proxy (including abstentions) for Resolution 16. In accordance with the Seventh Amended and Restated Memorandum and

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 10.1 Third Amended and Restated 2016 Share Option and Incentive Plan 10.2 Fourth Amended and Restated 2018 Employee Share Purchase Plan 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL Exhibit Index Exhibit No. Description 10.1 Third Amended and Restated 2016 Share Option and Incentive Plan 10.2 Fourth Amended and Restated 2018 Employee Share Purchase Plan 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL SIGNATURE 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. BEIGENE, LTD. Date: June 5, 2024 By: /s/ Chan Lee Name: Chan Lee Title: Senior Vice President, General Counsel

View Full Filing

View this 8-K filing on SEC EDGAR