UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO SECTION 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2025
Commission File Number: 001-39880
MYT NETHERLANDS
PARENT B.V.
(Exact Name of Registrant as Specified in its Charter)
Einsteinring 9
85609 Aschheim/Munich
Germany
+49 89 127695-614
(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 ¨
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): ¨
MYT Netherlands Parent B.V. (the “Company”) hereby announces the matters approved by the Company’s shareholders at the extraordinary general meeting of shareholders (EGM) held on March 6, 2025.
At the EGM, the Company’s shareholders approved: (1) the proposal to appoint Mr. Burkhart Grund as member of the supervisory board of the Company (the “Supervisory Board”) subject to the completion of the transaction regarding the acquisition of all shares in YOOX Net-a-Porter Group S.p.A. (the “YNAP Transaction”) by the Company, (2) an amendment to the Company’s Articles of Association (the “Amendment”) to (i) change the name of the Company subject to the completion of the YNAP Transaction, and (ii) reflect that certain remuneration shall be determined by the Supervisory Board, and (3) the adoption of the Second Amended and Restated MYT Netherlands Parent B.V. 2023 Omnibus Incentive Compensation Plan.
The Company posted draft minutes of the EGM to its website at https://investors.mytheresa.com.
The Company also posted draft minutes of the Annual General Meeting of Shareholders of the Company held on November 12, 2024 on its website at website at https://investors.mytheresa.com.
Exhibit No. | Description | |
99.1 | Draft minutes of the Extraordinary General Meeting 6 March 2025 | |
99.2 | Draft minutes of the Annual General Meeting 12 November 2024 |
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, thereunto duly authorized.
MYT Netherlands Parent B.V. | ||
By: | /s/ Martin Beer | |
Name: | Dr. Martin Beer | |
Title: | Chief Financial Officer |
Date: March 6, 2025
Exhibit 99.1
DRAFT MINUTES OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF MYT NETHERLANDS PARENT B.V. (the Company) held at the offices of the Company, Einsteinring 9 in Aschheim Germany, on Thursday, March 6, 2025 at 17.00 CET
Chairperson: Nora Aufreiter, Chairperson of the Supervisory Board of the Company Secretary: Jans van der Woude, Company Secretary of the Company
1. Opening
The Chairperson opened the meeting at 17.00 CET and welcomed all present. On behalf of the Management Board Michael Kliger, CEO and Martin Beer, Chief Financial Officer, attended the meeting. On behalf of the Supervisory Board Marjorie Lao, Cesare Ruggiero, Susan Saideman, Michaela Tod and Sascha Zahnd attended.
The Chairperson made a few formal announcements before proceeding with the meeting. She stated that in accordance with article 37 clause 1 of the articles of association of the Company, she would chair this Extraordinary General Meeting of Shareholders and that Jans van der Woude was appointed as Secretary of this Extraordinary General Meeting. She explained that this meeting was held in English.
The meeting was convened in accordance with the statutory and legal requirements by publishing the convening notice of the Meeting on our website on 21 January 2025, stating that a general meeting would be held at the offices of the Company and therefore that legally valid resolutions can be adopted.
Approximately 79 million ordinary shares are represented at the Meeting. Voting instructions have been received through proxies for the total number of 78,810,392 shares. The total issued and outstanding share capital excluding treasury shares at this moment is 85,698,540 ordinary shares. This means that nearly 92% of the share capital entitled to vote was represented at the meeting.
2. Composition of the Supervisory Board (resolution)
The Chairperson proceeded to the composition of the Supervisory Board. She explained that on October 7, 2024, the Company and Richemont Italia Holding S.p.A., a joint stock company (società per azioni) incorporated under the laws of Italy (Richemont Italy), among others, entered into a share purchase agreement (the SPA) for the shares to be acquired in YOOX Net-a-Porter Group S.p.A., a joint stock company (società per azioni) incorporated under the laws of Italy (YNAP), in exchange for which the Company will issue additional shares in its share capital (the Transaction). As part of the Transaction, it was agreed that Richemont Italy may nominate one individual to serve as a member of the Supervisory Board subject to, and with effect from, completion of the Transaction, i.e., upon completion of the sale and purchase of the shares in YNAP. Furthermore, it was agreed that at the first general meeting of shareholders (the General Meeting) of the Company called following the date of the SPA, the Company shall propose for the appointment of the Supervisory Board nominee of Richemont Italy. In view of this, it was proposed to appoint Mr. Burkhart Grund as a member of the Supervisory Board, subject to completion of the Transaction and with such appointment to become effective upon completion of the Transaction. Mr. Burkhart Grund will receive no remuneration from the Company for serving on the Supervisory Board.
The Nominations, Governance and Sustainability Committee of the Supervisory Board (the NGSC) recommended the appointment of Mr. Burkhart Grund as member of the Supervisory Board. Mr. Burkhart Grund was eligible and has stated his willingness to accept the appointment. In accordance with the recommendation of the NGSC and clause 23.1 of the articles of association, it was recommended by the Supervisory Board that Mr. Burkhart Grund is appointed as member of the Supervisory Board subject to the completion of the Transaction and with effect from the completion of the Transaction for a period of four years, with due regard for clause 23.3 of the articles of association of the Company. The relevant biographical information concerning Mr. Burkhart Grund was included in the explanatory notes to the agenda for the EGM.
In the Meeting, 78,810,392 shares were represented. There were 174,853 abstentions, which were not calculated in the voting. There were 825,484 votes against and the remaining votes were for, which meant that the proposal to appoint Burkhart Grund as member of the Supervisory Bord subject to, and with effect from, completion of the Transaction, i.e., upon completion of the sale and purchase of the shares in YNAP, was adopted.
3. Amendment of the articles of association of the Company (two resolutions)
3a. The Chairperson moved on to the proposal to amend the articles of association of the Company to change the name of the Company from MYT Netherlands Parent B.V. into LuxExperience B.V. (clause 2.1 of the articles of association), subject to the completion of the Transaction. As part of the name change, it was proposed to update any internal plans, policies, regulations and similar documents with the new name of the Company, being LuxExperience B.V., insofar required.
3b. Further, it was proposed to amend clause 15.3 of the articles of association of the Company to reflect that the remuneration of individual members of the Management Board with respect to share and share option schemes shall also be determined by the Supervisory Board, with due observance of the remuneration policy of the Company.
The proposed resolutions to amend the articles of association of the Company also include granting a power of attorney to every member of the Management Board, the Company’s corporate secretary, and every civil-law notary, candidate civil-law notary, paralegal and notarial assistant at Baker & McKenzie Amsterdam N.V. in Amsterdam, The Netherlands, to have the deed of amendment of the articles of association executed. A complete version of the proposed amendment of the articles of association and the explanatory notes are available free of charge at mytheresa.com and are included in the meeting documents.
For item 3a., the proposal to change the statutory name of the Company from MYT Netherlands Parent B.V. into LuxExperience B.V. (clause 2.1 of the articles of association), subject to the completion of the Transaction, there were 174,955 abstentions. There were 383 votes against and the remaining votes were for, which meant that the proposal to amend the articles of association of the Company to change the statutory name of the Company from MYT Netherlands Parent B.V. into LuxExperience B.V. (clause 2.1 of the articles of association), subject to the completion of the Transaction, and to grant the power of attorney was adopted.
For item 3b, the proposal to amend clause 15.3 of the articles of association of the Company to reflect that the remuneration of individual members of the Management Board with respect to share and share option schemes shall also be determined by the Supervisory Board, with due observance of the remuneration policy of the Company, there were 178,143 abstentions. There were 5,032,093 votes against and the remaining votes were for, which meant that the proposal to amend the articles of association of the Company to reflect that the remuneration of individual members of the Management Board with respect to share and share option schemes shall also be determined by the Supervisory Board, with due observance of the remuneration policy of the Company, and to grant the power of attorney was adopted.
4. Proposal to adopt the Second Amended and Restated MYT Netherlands Parent B.V. 2023 Omnibus Incentive Compensation Plan (resolution)
The Chairperson continued with agenda item 4 which was the proposal to adopt the Second Amended and Restated MYT Netherlands Parent B.V. 2023 Omnibus Incentive Compensation Plan.
The Amended and Restated MYT Netherlands Parent B.V. 2023 Omnibus Incentive Compensation Plan (the 2023 Omnibus Plan) was approved by the General Meeting in 2023. The Company has conducted a review of the 2023 Omnibus Plan to determine whether it needs updating also in view of the completion of the Transaction to encompass any awards to be made under the 2023 Omnibus Plans to employees of YNAP. This has resulted in a proposal to further amend and restate the 2023 Omnibus Plan. The proposed changes include, inter alia, an adjustment of the pool of reserved shares that may be granted under the 2023 Omnibus Plan, ratification of any and all grants made under the 2023 Omnibus Plan from the date it became effective on November 8, 2023, and a further increase of the pool of reserved shares effective as of, and subject to the completion of the Transaction.The Supervisory Board recommends to the General Meeting to adopt the Second Amended and Restated 2023 Omnibus Incentive Compensation Plan.
For the proposal to adopt the Second Amended and Restated MYT Netherlands Parent B.V. 2023 Omnibus Incentive Compensation Plan, there were 1,572,166 abstentions and 5,031,683 votes against and all votes were for, which meant that the proposal to adopt the Second Amended and Restated MYT Netherlands Parent B.V. 2023 Omnibus Incentive Compensation Plan was adopted.
5. Closing
As there were no further questions, the Chairperson thanked all for attending the meeting and closed the meeting.
Exhibit 99.2
DRAFT MINUTES OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF MYT NETHERLANDS PARENT B.V. (the Company) held at the offices of the Company, Einsteinring 9 in Aschheim Germany, on Wednesday, November 12, 2024 at 18.00 CET
Chairperson: Nora Aufreiter, Chairperson of the Supervisory Board of the Company Secretary: Jans van der Woude, Company Secretary of the Company
1. Opening
The Chairperson opened the meeting at 18.00 CET and welcomed all present. On behalf of the Management Board Michael Kliger, CEO and Gareth Locke, Chief Growth Officer, attended the meeting. On behalf of the Supervisory Board Susan Saideman attended.
The Chairperson made a few formal announcements before proceeding with the meeting. She stated that in accordance with article 37 clause 1 of the articles of association of the Company, she would chair this Annual General Meeting of Shareholders and that Jans van der Woude was appointed as Secretary of this Annual General Meeting. She explained that this meeting was held in English.
The meeting was convened in accordance with the statutory and legal requirements by publishing the convening notice of the Meeting on our website on 12 September 2024, stating that a general meeting would be held at the offices of the Company and therefore that legally valid resolutions can be adopted.
Approximately 76 million ordinary shares are represented at the Meeting. Voting instructions have been received through proxies for the total number of 76,480,326 shares. The total issued and outstanding share capital excluding treasury shares at this moment is 85,681,688 ordinary shares. This means that 89% of the share capital entitled to vote was represented at the meeting.
2. Dutch statutory annual report for the financial year ended 30 June 2024 (FY 2024)
The Chairperson proceeded to the discussion of the Dutch statutory annual report for FY 2024. The performance of the Company during the financial year ending 30 June 2024 is described in more detail in the Dutch statutory annual report for FY 2024 which was made available on the Company’s website on September 17, 2024. There were no questions.
3. Explanation of the dividend policy
The Chairperson moved on to the explanation of the divided policy of the Company set out on page 181 of the Dutch statutory annual report FY 2024. The dividend policy of the Company is to retain all available funds current and future earnings to support operations and to finance the growth and development of the business. There were no questions.
4. Adoption of the Dutch statutory annual accounts for FY 2024
The Chairperson continued with agenda item 4 which was the adoption of the Dutch statutory accounts for FY 2024. The Chairperson explained that the Dutch statutory accounts were drawn up by the Management Board and approved by the Supervisory Board. KPMG Accountants N.V. issued an unqualified audit opinion on the financial statements. The consolidated numbers for FY 2024 have already been reviewed as part of the annual report on Form 20-F for FY 2024 that was filed with the SEC and published on the Company’s website in September 2024. The numbers in the annual report on Form 20-F for FY 2024 were audited by KPMG Germany. Under the applicable Dutch legal and statutory requirements, the Dutch statutory annual accounts of the Company have to be drawn up and these have to be audited separately by a Dutch auditor (which in case of the Company is KPMG Netherlands).
In accordance with the articles of association of the Company and in line with the Company's dividend policy, the Management Board, with the approval of the Supervisory Board, has resolved to add the results for FY 2024, being a loss of € 24,923 to the retained earnings of the Company. There were no questions.
The Chairperson noted that in this meeting, 74,237,195 shares were represented. There were 1,149 abstentions and 942 votes against and all remaining votes were for, which meant that the Dutch statutory annual accounts for FY 2024 were adopted.
5. | Discharge |
5.1 | Proposal to discharge the members of the Management Board from liability for their duties performed during FY 2024* |
The Chairperson went on to item 5, discharge. Under item 5.1, it was proposed to discharge the members of the Management Board from liability for their duties performed during the financial year that ended on 30 June 2024 in accordance with Dutch law, on the basis of information provided to the General Meeting and other information publicly available when the resolution to discharge is adopted.
For the proposal to discharge the members of the Management Board from liability for their duties performed during FY 2024, 880 shareholders abstained from voting. There were 1,338 votes against this proposal and the remaining votes were for. This meant that the proposal to discharge the members of the Management Board from liability for their duties performed during FY 2024 was adopted.
5.2 | Proposal to discharge the members of the Supervisory Board from liability for their duties performed during FY 2024* |
Under item 5.2 it was proposed to discharge the members of the Supervisory Board from liability for their duties performed during the financial year that ended on 30 June 2024 in accordance with Dutch law, on the basis of information provided to the General Meeting and other information publicly available when the resolution to discharge is adopted.
For the proposal to discharge the members of the Supervisory Board from liability for their duties performed during FY 2024, 200 shareholders abstained from voting for this item. There were 1,332,238 votes against this proposal and the remaining votes were for. This meant that the proposal to discharge the members of the Supervisory Board from liability for their duties performed during FY 2024 was adopted.
6. | Amendment of the articles of association of the Company* |
The Chairperson explained that under item 6, it was proposed to amend the articles of association of the Company to remove the requirement of German residency for all members of the Management Board (article 13.1 articles of association) from the articles of association of the Company and to change it to a requirement of Germany residency for a majority of the members of the Management Board. The proposed amendment of the articles of association also includes granting a power of attorney to every member of the Management Board, the Company’s corporate secretary, and every civil law notary (and deputy civil law notary), candidate civil-law notary, paralegal and notarial assistant at Baker & McKenzie Amsterdam N.V. in Amsterdam, The Netherlands, to have the deed of amendment of the articles of association executed.
For the proposal to amend the articles of association of the Company, 727 shareholders abstained from voting. There were 889 votes against this proposal and the remaining votes were for. This meant that the proposal to amend the articles of association of the Company was adopted.
7. Composition and remuneration of the Management Board
7a. Proposal to appoint Amber Pepper as member of the Management Board*
The Chairperson continued with to item 7a. of the agenda, the proposal to appoint Amber Pepper as member of the Management Board of the Company. The Chairperson explained that in March 2024, Isabel May resigned as Chief Customer Experience Officer and stepped down from the Management Board of the Company. The Company retained an external search consultancy to conduct a search process in conjunction with the Supervisory Board to identify a suitable candidate to succeed Ms May. It is proposed that Ms Amber Pepper be appointed as member of the Management Board of the Company. The proposed appointment of Amber Pepper as member of the Management Board is subject to the approval by the AGM and subsequent effectuation of the amendment of the articles of association of the Company proposed under item 6 of the agenda of the AGM. Amber Pepper will start her service as Chief Customer Experience Officer on October 1, 2024.
In accordance with the articles of association of the Company, the Supervisory Board made a binding recommendation regarding the appointment of Amber Pepper as member of the Management Board with effect as of the amendment of the articles of association of the Company for a period of four years. In line with the Dutch Corporate Governance Code and the Company’s articles of association, the term of appointment of Amber Pepper will expire at the end of the annual general meeting to be held in 2028.
For the proposal to appoint Amber Pepper as member of the Management Board of the Company, there were 1,573 abstentions, which were not calculated in the voting. There were 920 votes against and the remaining votes were for, which meant that the proposal to appoint Amber Pepper as member of the Management Board of the Company was adopted.
7b. Proposal for an award of Restricted Shares Units in the Company and for the eligibility for annually awarding of a performance share based related long term incentive of Ms Amber Pepper as member of the Management Board*
The Chairperson turned to agenda item 7b. She explained that, consistent with the remuneration policy for members of the Management Board, Amber Pepper will be eligible to receive a remuneration package consisting of inter alia a performance related share based long term incentive.
It is proposed that the initial LTI Award for the cycle FY 26 – FY 28 that Amber Pepper will be eligible to receive after appointment as member of the Management Board will represent an aggregate value of USD 500,000, subject to Amber Pepper being appointed as member of the Management Board. Each subsequent annual LTI Award will be granted to Amber Pepper after the date of the annual general meeting of the Company subject to Amber Pepper’s service as member of the Management Board through such date. It is further proposed that for FY 2025, Amber Pepper will be granted an LTI Award of restricted share units representing a value of USD 375,000 vesting on July 1, 2025, subject to Amber Pepper’s unterminated service on such date.
For the proposal for an award of Restricted Shares Units in the Company and for the eligibility for annually awarding of a performance share based related long term incentive of Ms Amber Pepper as member of the Management Board, there were 1,523 abstentions, which were not calculated in the voting. There were 7,133,141 votes against and the remaining votes were for, which meant that the proposal to grant Amber Pepper an LTI Award of Restricted Shares Units in the Company and for the eligibility for annually awarding of a performance share based related long term incentive of Ms Amber Pepper as member of the Management Board was approved.
7c. – 7f: Composition of the Management Board*
The Chairperson noted that the managing directors of the Company will retire from the Management Board of the Company at the AGM and that they each offered themselves for re-appointment. All managing directors were eligible and have stated their willingness to accept a re-appointment. During FY 2024, the Nominations, Governance and Sustainability Committee (NGSC) undertook an internal effectiveness review of the functioning and constitution of the Management Board. The NGSC recommended the re-appointment of all managing directors. In accordance with article 13 clause 2 of the articles of association of the Company, the Supervisory Board made a binding recommendation regarding the re-appointment of Michael Kliger, Dr. Martin Beer, Sebastian Dietzmann and Gareth Locke as managing directors with effect from the close of the AGM for a period of four years, therefore ending at the close of the general meeting to be held in 2028.
7c. Proposal to re-appoint Michael Kliger as member of the Management Board*
For the proposal to re-appoint Michael Kliger as member of the Management Board, there were 2,103 abstentions, which were not calculated in the voting. There were 1,001 votes against and the remaining votes were for, which meant that the proposal to re-appoint Michael Kliger as member of the Management Board with effect from the close of the AGM for a period of four years, therefore ending at the close of the general meeting to be held in 2028, was approved.
7d. Proposal to re-appoint Dr. Martin Beer as member of the Management Board*
For the proposal to re-appoint Dr. Martin Beer as member of the Management Board, there were 1,528 abstentions, which were not calculated in the voting. There were 951 votes against and the remaining votes were for, which meant that the proposal to re-appoint Dr. Martin Beer as member of the Management Board with effect from the close of the AGM for a period of four years, therefore ending at the close of the general meeting to be held in 2028, was approved.
7e. Proposal to re-appoint Sebastian Dietzmann as member of the Management Board*
For the proposal to re-appoint Sebastian Dietzmann as member of the Management Board, there were 1,528 abstentions, which were not calculated in the voting. There were 951 votes against and the remaining votes were for, which meant that the proposal to re-appoint Sebastian Dietzmann as member of the Management with effect from the close of the AGM for a period of four years, therefore ending at the close of the general meeting to be held in 2028, was approved.
7f. Proposal to re-appoint Gareth Locke as member of the Management Board*
For the proposal to re-appoint Gareth Locke as member of the Management Board, there were 1,378 abstentions, which were not calculated in the voting. There were 1,001 votes against and the remaining votes were for, which meant that the proposal to re-appoint Gareth Locke member of the Management Board with effect from the close of the AGM for a period of four years, therefore ending at the close of the general meeting to be held in 2028, was approved
Item 8: Composition of the Supervisory Board
The Chairperson moved on to item 8, the composition of the Supervisory Board. She noted that all directors of the Supervisory Board will retire from the Supervisory Board of the Company at the AGM and they each offered themselves for re-appointment. During FY 2024, the NGSC undertook an internal effectiveness review of the functioning and constitution of the Supervisory Board and its committees. The NGSC believes that all of the supervisory directors seeking re-election were independent in character and judgement and there were no relationships or circumstances likely to affect their independence or judgement. Messrs. Cesare Ruggiero (CPPIB) and David Kaplan (Ares) were not considered independent in accordance with the Dutch Corporate Governance Code as they were representatives of CPPIB and Ares being respective shareholders of MYT Holding LLC, the majority shareholder of the Company. Messrs. Ruggiero and Kaplan were considered independent for NYSE and SEC purposes. As was customary for companies listed on the NYSE, the Company believed that having these directors on the Supervisory Board would better align their interests with those of the shareholders and provide the benefit of the expertise and historical experience with the Company’s business to the other members of the Supervisory Board.
The NGSC recommended the re-appointment of each supervisory director. All supervisory directors were eligible and have stated their willingness to accept re-appointment. In accordance with recommendation of the NGSC and article 23 clause 1 of the articles of association, it was recommended by the Supervisory Board that Mmes Nora Aufreiter, Marjorie Lao, Susan Saideman and Michaela Tod and Messrs David Kaplan, Cesare Ruggiero and Sascha Zahnd be re-appointed as supervisory directors of the Company with effect from the close of the AGM for a period of four years, with due regard for article 23 clause 3 of the articles of association of the Company.
8a. Proposal to re-appoint Nora Aufreiter as member of the Supervisory Board*
For the proposal to re-appoint Nora Aufreiter as member of the Supervisory Board, there were 1,300 abstentions, which were not calculated in the voting. There were 1,331,498 votes against and the remaining votes were for, which meant that the proposal to re-appoint Nora Aufreiter as member of the Supervisory Board with effect from the close of the AGM for a period of four years, therefore ending at the close of the general meeting to be held in 2028 and with due regard for article 23 clause 3 of the articles of association of the Company, was approved.
8b. Proposal to re-appoint David Kaplan as member of the Supervisory Board*
For the proposal to re-appoint David Kaplan as member of the Supervisory Board, there were 1,300 abstentions, which were not calculated in the voting. There were 1,331,655 votes against and the remaining votes were for, which meant that the proposal to re-appoint David Kaplan as member of the Supervisory Board with effect from the close of the AGM for a period of four years, therefore ending at the close of the general meeting to be held in 2028 and with due regard for article 23 clause 3 of the articles of association of the Company, was approved.
8c. Proposal to re-appoint Marjorie Lao as member of the Supervisory Board*
For the proposal to re-appoint Marjorie Lao as member of the Supervisory Board, there were 1,200 abstentions, which were not calculated in the voting. There were 1,438,322 votes against and the remaining votes were for, which meant that the proposal to re-appoint Marjorie Lao as member of the Supervisory Board with effect from the close of the AGM for a period of four years, therefore ending at the close of the general meeting to be held in 2028 and with due regard for article 23 clause 3 of the articles of association of the Company, was approved.
8d. Proposal to re-appoint Cesare Ruggiero as member of the Supervisory Board*
For the proposal to re-appoint Cesare Ruggiero as member of the Supervisory Board, there were 1,200 abstentions, which were not calculated in the voting. There were 1,331,455 votes against and the remaining votes were for, which meant that the proposal to re-appoint Cesare Ruggiero as member of the Supervisory Board with effect from the close of the AGM for a period of four years, therefore ending at the close of the general meeting to be held in 2028 and with due regard for article 23 clause 3 of the articles of association of the Company, was approved.
8e. Proposal to re-appoint Susan Saideman as member of the Supervisory Board*
For the proposal to re-appoint Susan Saideman as member of the Supervisory Board, there were 1,300 abstentions, which were not calculated in the voting. There were 1,331,698 votes against and the remaining votes were for, which meant that the proposal to re-appoint Susan Saideman as member of the Supervisory Board with effect from the close of the AGM for a period of four years, therefore ending at the close of the general meeting to be held in 2028 and with due regard for article 23 clause 3 of the articles of association of the Company, was approved.
8f. Proposal to re-appoint Michaela Tod as member of the Supervisory Board*
For the proposal to re-appoint Michaela Tod as member of the Supervisory Board, there were 1,200 abstentions, which were not calculated in the voting. There were 1,331,423 votes against and the remaining votes were for, which meant that the proposal to re-appoint Michaela Tod as member of the Supervisory Board with effect from the close of the AGM for a period of four years, therefore ending at the close of the general meeting to be held in 2028 and with due regard for article 23 clause 3 of the articles of association of the Company, was approved.
8g. Proposal to re-appoint Sascha Zahnd as member of the Supervisory Board*
For the proposal to re-appoint Sascha Zahnd as member of the Supervisory Board, there were 1,200 abstentions, which were not calculated in the voting. There were 1,330,974 votes against and the remaining votes were for, which meant that the proposal to re-appoint Sascha Zahnd as member of the Supervisory Board with effect from the close of the AGM for a period of four years, therefore ending at the close of the general meeting to be held in 2028 and with due regard for article 23 clause 3 of the articles of association of the Company, was approved.
Item 9: Proposal to authorize the Management Board to issue shares or grant rights to acquire shares in the share capital of the Company*
The Chairperson turned to item 9 on the agenda, the proposal to authorize the Management Board to issue shares or grant rights to acquire shares in the share capital of the Company. The Chairperson explained that this proposal was intended to give the Management Board flexibility: (a) in financing the Company in the most efficient manner, (b) in covering the Company’s obligations related to share-based remuneration, such as those under the LTI Plan and any employee stock purchase plan under which employees may acquire the Company’s securities and (c) in the context of mergers, acquisitions and/or strategic alliances. Adoption of these proposals by the AGM would replace the current authorization of the Management Board to issue shares or grant rights to acquire shares in the share capital of the Company, which was granted by the general meeting of the Company on 17 September 2020. The authorization to the Management Board to issue shares or grant rights to acquire shares in the share capital of the Company will be granted for a period of five years effective as of the closing of the AGM.
For the proposal to authorize the Management Board to issue shares or grant rights to acquire shares in the share capital of the Company, there were 28,195 abstentions, which were not calculated in the voting. There were 6,117,915 votes against and the remaining votes were for, which meant that the proposal to authorize the Management Board to issue shares or grant rights to acquire shares in the share capital of the Company for a period of five years effective as of the closing of the AGM was adopted.
9. Closing
As there were no further questions, the Chairperson thanked all for attending the meeting and closed the meeting.