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6-K 1 a2025-11x25resultsofagm.htm 6-K Document

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 under the Securities Exchange Act of 1934
For the month of November 2025
Commission File Number 001-37626
Mesoblast Limited
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
Australia
(Jurisdiction of incorporation or organization)

Silviu Itescu
Chief Executive Officer and Executive Director
Level 38
55 Collins Street
Melbourne 3000
Australia
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:
Form 20-F ☑ Form 40-F ☐





INFORMATION CONTAINED ON THIS REPORT ON FORM 6-K

On November 25, 2025, Mesoblast Limited filed with the Australian Securities Exchange the results of Annual General Meeting, which are attached hereto as Exhibit 99.1, and are incorporated herein by reference.





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 organized.

Mesoblast Limited
/s/ Niva Sivakumar
Niva Sivakumar
Company Secretary
Dated: November 25, 2025



INDEX TO EXHIBITS
Item
Results of Annual General Meeting, dated November 25, 2025




EX-99.1 2 exhibit991resultsofagm.htm EX-99.1 exhibit991resultsofagm
25 November 2025 Mesoblast Limited (MSB) Results of Annual General Meeting Held 25 November 2025 In accordance with ASX Listing Rule 3.13.2 and section 251AA of the Corporations Act 2001 (Cth), we advise details of the resolutions and the proxies received in respect of each resolution as per the attached report. All resolutions were passed and decided by way of a poll. Release authorized by the Chief Executive. Yours faithfully Niva Sivakumar Company Secretary


 
MESOBLAST LIMITED ANNUAL GENERAL MEETING Tuesday, 25 November, 2025 RESULT OF ANNUAL GENERAL MEETING (ASX REPORT) MUFG Corporate Markets A division of MUFG Pension & Market Services As required by section 251AA(2) of the Corporations Act 2001 (Commonwealth) the following statistics are provided in respect of each resolution on the agenda. Resolution Voted on at the meeting Proxy Votes (as at proxy close) Total votes cast in the poll (where applicable) No Short Description Strike Y/N/NA For Against Discretionary (OpenVotes) Abstain For Against Abstain ** Result 02 ADOPTION OF THE REMUNERATION REPORT N 228,003,296 50,190,380 1,426,865 301,389,849 236,675,321 50,190,380 302,513,965 Carried 81.54% 17.95% 0.51% 82.50% 17.50% 03A ELECTION OF DR GREGORY GEORGE AS DIRECTOR NA 655,501,887 2,732,230 1,318,112 1,039,581 665,189,275 2,732,230 1,039,581 Carried 99.39% 0.41% 0.20% 99.59% 0.41% 03B ELECTION OF MS LYN COBLEY AS DIRECTOR NA 656,594,745 1,515,543 1,326,392 1,155,130 666,290,413 1,515,543 1,155,130 Carried 99.57% 0.23% 0.20% 99.77% 0.23% 04A RE-ELECTION OF MS JANE BELL AM AS DIRECTOR NA 621,369,475 35,588,869 1,430,612 2,202,854 630,463,353 35,588,869 2,908,864 Carried 94.38% 5.41% 0.22% 94.66% 5.34% 04B RE-ELECTION OF DR ERIC ROSE AS DIRECTOR NA 628,454,437 28,571,476 1,418,937 2,146,960 638,152,650 28,661,476 2,146,960 Carried 95.45% 4.34% 0.22% 95.70% 4.30% 05A APPROVAL OF PROPOSED ISSUE OF OPTIONS TO DR GREGORY GEORGE NA 246,343,812 74,407,529 1,347,937 258,911,112 256,059,525 74,409,029 258,911,112 Carried 76.48% 23.10% 0.42% 77.48% 22.52% 05B APPROVAL OF PROPOSED ISSUE OF OPTIONS TO MS LYN COBLEY NA 245,745,690 74,593,641 1,314,437 259,356,622 254,448,413 75,574,631 259,356,622 Carried 76.40% 23.19% 0.41% 77.10% 22.90% 06A APPROVAL OF PROPOSED ISSUE OF OPTIONS TO DR SILVIU ITESCU IN CONNECTION WITH HIS LONG-TERM INCENTIVE REMUNERATION FOR THE 2025/2026 FINANCIAL YEAR NA 269,356,164 50,924,628 1,317,177 259,412,421 276,840,181 53,125,064 259,414,421 Carried 83.76% 15.83% 0.41% 83.90% 16.10% Printed: 25/11/2025 12:05:06 PM This report was produced from the MUFG Pension & Market Services Meeting System Page 1 of 3


 
MESOBLAST LIMITED ANNUAL GENERAL MEETING Tuesday, 25 November, 2025 RESULT OF ANNUAL GENERAL MEETING (ASX REPORT) MUFG Corporate Markets A division of MUFG Pension & Market Services As required by section 251AA(2) of the Corporations Act 2001 (Commonwealth) the following statistics are provided in respect of each resolution on the agenda. Resolution Voted on at the meeting Proxy Votes (as at proxy close) Total votes cast in the poll (where applicable) No Short Description Strike Y/N/NA For Against Discretionary (OpenVotes) Abstain For Against Abstain ** Result 06B APPROVAL OF PROPOSED ISSUE OF OPTIONS TO DR SILVIU ITESCU IN CONNECTION WITH HIS SHORT-TERM INCENTIVE REMUNERATION FOR THE 2024/2025 FINANCIAL YEAR NA 301,904,811 18,575,071 1,339,427 259,191,081 309,413,078 20,775,507 259,191,081 Carried 93.81% 5.77% 0.42% 93.71% 6.29% 07 APPROVAL OF PROPOSED ISSUE OF OPTIONS TO CHIEF MEDICAL OFFICER, DR ERIC ROSE IN CONNECTION WITH HIS LONG-TERM INCENTIVE REMUNERATION FOR THE 2025/2026 FINANCIAL YEAR NA 269,185,640 49,936,436 1,314,177 260,574,137 276,411,107 52,394,422 260,574,137 Carried 84.01% 15.58% 0.41% 84.07% 15.93% 08 APPROVAL OF PROPOSED ISSUE OF OPTIONS TO DIRECTOR, DR PHILIP KRAUSE IN CONNECTION WITH HIS CONSULTANCY FEES FOR THE 2025/2026 FINANCIAL YEAR NA 274,646,416 44,688,672 1,317,645 260,357,657 283,869,856 45,150,153 260,359,657 Carried 85.65% 13.94% 0.41% 86.28% 13.72% 09 APPROVAL OF EMPLOYEE SHARE OPTION PLAN FOR THE PURPOSES OF LISTING RULE 7.2 (EXCEPTION 13) NA 251,666,575 67,597,371 1,765,437 259,877,479 260,637,297 67,966,181 259,877,479 Carried 78.39% 21.06% 0.55% 79.32% 20.68% 10A APPROVAL OF PROPOSED ISSUE OF CONVERTIBLE NOTES AND WARRANTS TO DR GREGORY GEORGE NA 398,240,412 2,483,656 1,326,214 258,541,528 407,828,472 2,591,086 258,541,528 Carried 99.05% 0.62% 0.33% 99.37% 0.63% 10B APPROVAL OF PROPOSED ISSUE OF CONVERTIBLE NOTES AND WARRANTS TO COVA HOLDINGS LP NA 396,255,427 2,715,425 1,414,177 260,206,781 405,931,450 2,822,855 260,206,781 Carried 98.97% 0.68% 0.35% 99.31% 0.69% Printed: 25/11/2025 12:05:06 PM This report was produced from the MUFG Pension & Market Services Meeting System Page 2 of 3


 
MESOBLAST LIMITED ANNUAL GENERAL MEETING Tuesday, 25 November, 2025 RESULT OF ANNUAL GENERAL MEETING (ASX REPORT) MUFG Corporate Markets A division of MUFG Pension & Market Services As required by section 251AA(2) of the Corporations Act 2001 (Commonwealth) the following statistics are provided in respect of each resolution on the agenda. Resolution Voted on at the meeting Proxy Votes (as at proxy close) Total votes cast in the poll (where applicable) No Short Description Strike Y/N/NA For Against Discretionary (OpenVotes) Abstain For Against Abstain ** Result 11 APPROVAL OF PREVIOUS ISSUES OF SECURITIES NA 350,342,149 2,413,435 1,315,710 306,520,516 358,795,589 2,520,865 307,644,632 Carried 98.95% 0.68% 0.37% 99.30% 0.70% ** - Note that votes relating to a person who abstains on an item are not counted in determining whether or not the required majority of votes were cast for or against that item Printed: 25/11/2025 12:05:06 PM This report was produced from the MUFG Pension & Market Services Meeting System Page 3 of 3