BCYC Bicycle Therapeutics PLC

 

 

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

 

May 16, 2024

Date of Report (Date of earliest event reported)

 

Bicycle Therapeutics plc

(Exact name of registrant as specified in its charter)

 

England and Wales		001-38916		Not applicable
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

Blocks A & B, Portway Building, Granta Park Great Abington, Cambridge United Kingdom	CB21 6GS
(Address of principal executive offices)	(Zip Code)

 

Registrant’s telephone number, including area code: +44 1223 261503

  

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:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	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:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary shares, nominal value £0.01 per share	n/a	The Nasdaq Stock Market LLC*
American Depositary Shares, each representing one ordinary share, nominal value £0.01 per share	BCYC	The Nasdaq Stock Market LLC

 

* Not for trading, but only in connection with the listing of the American Depositary Shares on The Nasdaq Stock Market LLC.

 

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). 

 

Emerging growth company  ¨

 

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 5.07 Submission of Matters to a Vote of Security Holders

 

Bicycle Therapeutics plc (the “Company”) held its annual general meeting of shareholders (the “AGM”) on May 16, 2024. Each of the proposals set forth below were voted on and duly passed on a poll at the AGM. Detailed descriptions of these proposals and of the voting procedures applied at the AGM are contained in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 15, 2024.

 

There were 37,398,107 ordinary shares of the Company represented in person or by proxy at the AGM, constituting approximately 98.19% of the issued and outstanding ordinary shares on May 16, 2024. Proxy appointments which gave the Chairman of the meeting discretion have been included in the “For” total. In accordance with the terms of the deposit agreement by and among the Company, Citibank, N.A. as depositary and holders and beneficial owners of American Depositary Shares (“ADSs”) dated May 28, 2019, holders of ADSs who did not provide the depositary bank with voting instructions on or before the specified deadline were deemed to have instructed the depositary to give a discretionary proxy to a person designated by the Company to vote the underlying ordinary shares at the AGM and the voting results below reflect that designation. A vote withheld/abstain is not a vote in law and is not counted in the calculation of votes for or against a resolution.

 

Ordinary Resolutions

 

Proposal 1 – To re-elect as a director Kevin Lee.

 

For				Against				Vote Withheld/Abstain
	36,413,260				977,286				7,561

 

Proposal 2 – To re-elect as a director Jose-Carlos Gutierrez-Ramos.

 

For				Against				Vote Withheld/Abstain
	35,019,069				2,371,385				7,653

 

Proposal 3 – To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s definitive proxy statement.

 

For				Against				Vote Withheld/Abstain
	36,186,115				1,202,477				9,515

 

Proposal 4 – To ratify the appointment of PricewaterhouseCoopers LLP, a limited liability partnership organized under the laws of England, as the Company’s U.S. independent registered public accounting firm for the year ending December 31, 2024.

 

For				Against				Vote Withheld/Abstain
	37,376,526				14,076				7,505

 

Proposal 5 – To re-appoint PricewaterhouseCoopers LLP, a limited liability partnership organized under the laws of England, as the Company’s U.K. statutory auditors, to hold office until the conclusion of the next annual general meeting of shareholders.

 

For				Against				Vote Withheld/Abstain
	37,376,531				14,071				7,505

 

 

Proposal 6 – To authorize the Audit Committee of the Company’s Board of Directors (the “Board”) to determine the Company’s U.K. statutory auditors’ remuneration for the year ending December 31, 2024.

 

For				Against				Vote Withheld/Abstain
	37,376,455				14,150				7,502

 

Proposal 7 – To receive and adopt the Company’s U.K. statutory annual accounts and reports for the year ended December 31, 2023.

 

For				Against				Vote Withheld/Abstain
	36,494,043				896,166				7,898

 

Proposal 8 – To approve the directors’ remuneration report for the year ended December 31, 2023.

 

For				Against				Vote Withheld/Abstain
	36,200,790				1,188,057				9,260

 

Proposal 9 – To authorize the Board to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company up to a maximum aggregate nominal amount of £1,000,000.

 

For				Against				Vote Withheld/Abstain
	33,241,556				4,146,578				9,973

 

Special Resolutions

 

Proposal 10 – To authorize the Board to allot equity securities for cash up to a maximum aggregate nominal amount of £1,000,000 pursuant to the authorization in Resolution 9 as if U.K. statutory pre-emption rights did not apply.

 

For				Against				Vote Withheld/Abstain
	32,350,797				4,154,715				892,595

 

Proposal 11 – To adopt the new articles of association in substitution for, and to the exclusion of, the Company’s existing articles of association.

 

For				Against				Vote Withheld/Abstain
	37,371,711				15,138				11,258

 

 

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.

 

Date: May 16, 2024	BICYCLE THERAPEUTICS PLC
	By:	/s/ Alethia Young
	Name:	Alethia Young
	Title:	Chief Financial Officer

 

 

v3.24.1.1.u2

Cover	May 16, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 16, 2024
Entity File Number	001-38916
Entity Registrant Name	Bicycle Therapeutics plc
Entity Central Index Key	0001761612
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	X0
Entity Address, Address Line One	Blocks A & B, Portway Building
Entity Address, Address Line Two	Granta Park Great Abington
Entity Address, City or Town	Cambridge
Entity Address, Country	GB
Entity Address, Postal Zip Code	CB21 6GS
City Area Code	+44
Local Phone Number	1223 261503
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Ordinary shares, nominal value £0.01 per share
No Trading Symbol Flag	true
Security Exchange Name	NASDAQ
American Depositary Shares [Member]
Document Information [Line Items]
Title of 12(b) Security	American Depositary Shares, each representing one ordinary share, nominal value £0.01 per share
Trading Symbol	BCYC
Security Exchange Name	NASDAQ

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