Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
The foregoing description is qualified in its entirety by reference to the full text of the bylaws, the English translation of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
Within the authority of the Ordinary Shareholders' Meeting:
1. The resolution approving the annual financial statements for the year ended onDecember 31, 2020 was approved, based on the following votes: Voted For Voted Against Vote Withheld 27,950,964 118,657 25,284 2. The resolution approving the consolidated financial statements for the year ended onDecember 31, 2020 was approved, based on the following votes: Voted For Voted Against Vote Withheld 27,949,969 119,632 25,304 3. The resolution allocating income for the year ended on December 31, 2020 was approved, based on the following votes: Voted For Voted Against Vote Withheld 28,025,202 44,068 25,635 4. The resolution allocating the accumulated deficit to the "Additional paid-in capital" was approved, based on the following votes: Voted For Voted Against Vote Withheld 27,997,066 60,437 37,402 5. The resolution regarding the statutory auditors' special report on regulated agreements and acknowledgement of the absence of new regulated agreements was approved, based on the following votes: Voted For Voted Against Vote Withheld 27,967,662 100,639 26,604 6. The resolution renewing the term of office of Julie O'Neill as director was approved, based on the following votes: Voted For Voted Against Vote Withheld 27,637,166 426,759 30,980 7. The resolution renewing the term of office of Viviane Monges as director was approved, based on the following votes: Voted For Voted Against Vote Withheld 27,889,134 174,791 30,980
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8. The resolution appointing Ms. Adora Ndu to replace Mr. Torbjörn Bjerke as director was approved, based on the following votes: Voted For Voted Against Vote Withheld 28,000,172 63,425 31,308 9. The resolution appointing Mr. Ravi Rao as director was approved, based on the following votes: Voted For Voted Against Vote Withheld 28,000,237 63,858 30,810 10. The resolution ratifying the provisional appointment ofTimothy E. Morris as director was approved, based on the following votes: Voted For Voted Against Vote Withheld 28,004,885 64,075 25,945 11. The resolution determining the annual fixed sum to be allocated to the members of the Board of Directors was approved, based on the following votes: Voted For Voted Against Vote Withheld 27,913,118 128,859 52,928 12. The resolution approving the compensation policy for the Chairman of the Board of Directors and for the Board members was approved, based on the following votes: Voted For Voted Against Vote Withheld 27,883,708 172,692 38,505 13. The resolution approving the compensation policy for the Chief Executive Officer and/or any other executive corporate officer was approved, based on the following votes: Voted For Voted Against Vote Withheld 26,269,311 1,795,502 30,092 14. The resolution approving, on an advisory basis, the compensation of named executive officers other than the Chief Executive Officer was approved, based on the following votes: Voted For Voted Against Vote Withheld 27,885,791 175,095 34,019 15. The resolution approving, on an advisory basis, the opportunity to consult shareholders each year on the compensation paid by the Company to named executive officers other than the Chief Executive Officer was approved, based on the following votes: Voted For Voted Against Vote Withheld 28,033,975 48,273 12,657
In accordance with the voting results for this proposal and the recommendation of the Company's board of directors, the Company will hold future advisory votes on the compensation of the Company's named executive officers every year. The next required advisory vote on the frequency of future advisory votes on the compensation of the Company's named executive officers will take place no later than at the Company's 2027 annual combined general meeting of shareholders.
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16. The resolution approving, on an advisory basis, the opportunity to consult shareholders every two years on the compensation paid by the Company to named executive officers other than the Chief Executive Officer was not approved, based on the following votes: Voted For Voted Against Vote Withheld 1,493,946 26,588,122 12,837 17. The resolution approving, on an advisory basis, the opportunity to consult shareholders every three years on the compensation paid by the Company to named executive officers other than the Chief Executive Officer was not approved, based on the following votes: Voted For Voted Against Vote Withheld 1,486,564 26,595,354 12,987 18. The resolution approving the information set out in section I of Article L.22-10-9 of the French Commercial Code was approved, based on the following votes: Voted For Voted Against Vote Withheld 27,934,694 128,896 31,315 19. The resolution approving the fixed, variable and non-recurringcomponents of overall compensation and benefits of all types paid or assigned during the year endedDecember 31, 2020 toMichel de Rosen , Chairman of the Board of Directors, was approved, based on the following votes: Voted For Voted Against Vote Withheld 27,944,348 116,529 34,028 20. The resolution approving the fixed, variable and non-recurringcomponents of overall compensation and benefits of all types paid or assigned during the year endedDecember 31, 2020 toDaniel Tassé , Chief Executive Officer was approved, based on the following votes: Voted For Voted Against Vote Withheld 26,266,148 1,798,476 30,281 21. The resolution approving the fixed, variable and non-recurringcomponents of overall compensation and benefits of all types paid or assigned during the year endedDecember 31, 2020 to Marie-Catherine Théréné, Deputy Chief Executive Officer untilSeptember 17, 2020 was approved, based on the following votes: Voted For Voted Against Vote Withheld 27,868,818 192,888 33,199 22. The resolution authorizing the Board of Directors to buy back company shares on the Company's behalf pursuant to Article L.22-10-62 of the French Commercial Code, length of authorization, purpose, terms, and maximum amount, suspension during a public offering period was approved, based on the following votes: Voted For Voted Against Vote Withheld 27,970,926 82,559 41,420
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Within the authority of the Extraordinary Shareholders' Meeting:
23. The resolution authorizing the Board of Directors for the Company to cancel the shares bought back pursuant to Article L.22-10-62 of the French Commercial Code, length of authorization, maximum amount, suspension during a public offering period was approved, based on the following votes: Voted For Voted Against Vote Withheld 27,932,239 145,874 16,792 24. The resolution delegating powers to the Board of Directors to issue ordinary shares, giving, as necessary, access to ordinary shares or to the allocation of debt securities (of the Company or of a Group company) and/or securities giving access to ordinary shares (of the Company or of a Group company) with pre-emptive rights, suspension during a public offering period was approved, based on the following votes: Voted For Voted Against Vote Withheld 27,956,681 123,454 14,770 25. The resolution delegating powers to be granted to the Board of Directors to issue ordinary shares giving access, as the case may be, to ordinary shares or to the allocation of debt securities (of the Company or a Group company), and/or securities giving access to ordinary shares (of the Company or a Group company), without pre-emptive rights, by means of a public offer (excluding the offers set out in section 1 of Article L.411-2 of the French Monetary and Financial Code), and/or as consideration for securities in the context of a public exchange offer, suspension during a public offering period was approved, based on the following votes: Voted For Voted Against Vote Withheld 27,167,500 909,864 17,541 26. The resolution delegating powers to be granted to the Board of Directors to issue ordinary shares giving access, as the case may be, to ordinary shares or to the allocation of debt securities (of the Company or a group company), and/or securities giving access to ordinary shares (of the Company or a group company), without pre-emptive rights, by means of a public offer referred to in paragraph 1 of Article L.411-2 of the French Monetary and Financial Code, suspension during a public offering period was approved, based on the following votes: Voted For Voted Against Vote Withheld 26,707,115 1,370,219 17,571 27. The resolution providing authorization, in the event of an issue without pre-emptive rights, to set the issue price according to the terms set by the General Meeting, within a limit of 10% of the capital per year was approved, based on the following votes: Voted For Voted Against Vote Withheld 27,343,545 735,666 15,694 28. The resolution delegating powers to be granted to the Board of Directors to issue ordinary shares, giving, if applicable, access to ordinary shares or the allocation of debt securities (of the Company or a group company) and/or securities giving access to ordinary shares (of the Company or a group company), with pre-emptive subscription rights waived in favor of categories of persons with certain characteristics, suspension during a public offering period was approved, based on the following votes: Voted For Voted Against Vote Withheld 26,682,858 1,394,253 17,794
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29. The resolution providing authorization to increase the total amount of issues was approved, based on the following votes: Voted For Voted Against Vote Withheld 27,383,510 694,328 17,067 30. The resolution delegating powers to be granted to the Board of Directors for the purpose of deciding on any merger-absorption, demerger, or partial contribution of assets was approved, based on the following votes: Voted For Voted Against Vote Withheld 26,290,565 1,789,403 14,937 31. The resolution delegating powers to be granted to the Board of Directors to issue ordinary shares giving access to ordinary shares or to the allocation of debt securities (of the Company or of a Group company), and/or securities giving access to ordinary shares (of the Company or of a Group company), in the context of a merger, demerger or partial contribution of assets decided by the Board of Directors pursuant to the delegation referred to in the thirtieth resolution, suspension during a public offering period was approved, based on the following votes: Voted For Voted Against Vote Withheld 26,288,445 1,790,694 15,766 32. The resolution setting an overall limit on the maximum authorized amounts set under the 25th, 26th, 28th and 31st resolutions of this Meeting and the 28th resolution of the General Meeting ofApril 20, 2020 was approved, based on the following votes: Voted For Voted Against Vote Withheld 27,083,426 995,304 16,175 33. The resolution delegating powers to the Board of Directors to issue stock warrants (BSA), subscription and/or acquisition of new and/or existing stock warrants (BSAANE) and/or subscription and/or acquisition of new and/or existing redeemable stock warrants (BSAAR) with cancellation of preferential subscription rights, reserved for a category of persons, suspension during a public offering period was approved, based on the following votes: Voted For Voted Against Vote Withheld 26,280,954 1,799,207 14,744 34. The resolution delegating powers to be granted to the Board of Directors to increase the share capital by means of the issue of ordinary shares and/or securities giving access to capital, with pre-emptive subscription rights waived in favor of members of a company savings plan pursuant to Articles L.3332-18 et seq. of the French Labor Code was approved, based on the following votes: Voted For Voted Against Vote Withheld 27,963,554 116,886 14,465 35. The resolution providing authorization to be granted to the Board of Directors to allocate free existing and/or future shares to members of staff and/or certain corporate officers of the Company or related companies or economic interest groups, with shareholders waiving their pre-emptive rights, length of authorization, maximum amount, duration of vesting periods specifically in respect of disability and, if applicable, holding periods was approved, based on the following votes: Voted For Voted Against Vote Withheld 26,294,717 1,788,797 11,391
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36. The resolution providing authorization to be granted to the Board of Directors to grant share subscription and/or purchase options (stock options) to members of staff and/or certain corporate officers of the company or related companies or economic interest groups, with shareholders waiving their pre-emptiverights, length of authorization, maximum amount, strike price, maximum term of the option was approved, based on the following votes: Voted For Voted Against Vote Withheld 26,307,709 1,776,175 11,021 37. The resolution amendingArticle 13 of the by-laws in order to set the age limit for the Chairman of the Board of Directors at 75 years of age was approved, based on the following votes: Voted For Voted Against Vote Withheld 27,973,264 109,641 12,000 38. The resolution regarding powers to complete formalities was approved, based on the following votes: Voted For Voted Against Vote Withheld 28,011,909 71,200 11,796
Item 8.01 Other Events.
At a meeting of the Board of Directors of the Company held following the Annual General Meeting, the Board of Directors reconstituted its committees. Current committee membership is as set forth below:
• Audit Committee:Viviane Monges (Chair),Timothy Morris ,Adora Ndu • Compensation Committee:Michel de Rosen (Chair), Maïlys Ferrère,Daniel Soland •Nominating and Corporate Governance Committee :Michael J. Goller (Chair), Maïlys Ferrère,Michel de Rosen ,Ravi Rao
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 3.1 Amended and Restated By-laws (statuts) ofDBV Technologies S.A. (English Translation)
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