--- schema_version: "secwatch.filing_event.v1" accession: "0000950103-26-008321" form_type: "8-K" ticker: "ADCT" cik: "0001771910" company_name: "ADC Therapeutics SA" filed_at: "2026-06-02T20:01:37+00:00" generated_at: "2026-06-02T20:04:10.020836+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.4 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # ADC Therapeutics shareholders approve capital range increase, equity plan expansion at 2026 AGM ## Summary - Approved increase in authorized shares under 2019 Equity Incentive Plan: 46.6M for, 18.9M against. - Capital range expanded to CHF 10.4M lower / CHF 15.6M upper limit. - Conditional share capital for financing increased from 38.0M to 48.0M shares. - Board compensation capped at $2.5M; executive fixed $2.6M + variable $5.5M. - All nine director nominees reelected; all 12 proposals passed. ## SEC filing metadata - accession: 0000950103-26-008321 - form_type: 8-K - ticker: ADCT - cik: 0001771910 - company_name: ADC Therapeutics SA - filed_at: 2026-06-02T20:01:37+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.4 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1771910/000095010326008321/0000950103-26-008321-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1771910/000095010326008321/dp247757_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950103-26-008321 - JSON: https://secwatch.observer/filing/0000950103-26-008321.json - Plain text: https://secwatch.observer/filing/0000950103-26-008321.txt ## Source-grounded claims - claim_id: 0ab40d6d138120574e96ba7d805eb8674632a067 claim: ADC Therapeutics SA shareholders approved Approving amendments to articles 4a, 4b and 4c of the articles of association to increase the Company’s capital range (article 4a), conditional share capital for employee participation (article 4b) and conditional share capital for financing, acquisitions and other purposes (article 4c) as well as t at the 2026-06-01 meeting. evidence_excerpt: Proposal #12 : Approving amendments to articles 4a, 4b and 4c of the articles of association to increase the Company’s capital range (article 4a), conditional share capital for employee participation (article 4b) and conditional share capital for financing, acquisitions and other purposes (article 4c) as well as the introduction of article 4d regarding a conditional share capital based on the capital range The shareholders approved (i) amendments to article 4a paragraph 1 of the articles of association to increase the Company’s capital range from CHF 8,375,974.48 (lower limit) to CHF 12,354,128.80 (upper limit) to CHF 10,378,109.12 (lower limit) to CHF 15,567,163.68 (upper limit) (Proposal #12a), (ii) amendments to article 4b paragraph 1 of the articles of association to increase the Company’s conditional share capital for employee participation from 9,887,629 common shares (CHF 791,010.32) to 16,836,253 common shares (CHF 1,346,900.24) (Proposal #12b) evidence_url: https://www.sec.gov/Archives/edgar/data/1771910/000095010326008321/0000950103-26-008321-index.htm - claim_id: 110f1c90c9145b002c05b59342e411c734502562 claim: ADC Therapeutics SA shareholders approved Approving, on an advisory basis under Swiss law, the compensation report at the 2026-06-01 meeting. evidence_excerpt: Proposal #2 : Approving, on an advisory basis under Swiss law, the compensation report The shareholders approved, in a non-binding advisory vote, the compensation report for the year ended December 31, 2025. The voting results were as follows: FOR AGAINST ABSTAIN BROKER NON-VOTES 64,289,299 1,242,782 3,815,289 14,253,584 evidence_url: https://www.sec.gov/Archives/edgar/data/1771910/000095010326008321/0000950103-26-008321-index.htm - claim_id: 1a1dd51b508d64e8ed72291fb4598d2ba09a6b7a claim: ADC Therapeutics SA shareholders approved Approving the management report, annual financial statements and consolidated financial statements at the 2026-06-01 meeting. evidence_excerpt: Proposal #1 : Approving the management report, annual financial statements and consolidated financial statements The shareholders approved the management report, the annual financial statements and the consolidated financial statements for the year ended December 31, 2025 and acknowledged the auditors’ report for the year ended December 31, 2025. The voting results were as follows: FOR AGAINST ABSTAIN BROKER NON-VOTES 79,705,454 5,910 3,889,590 — evidence_url: https://www.sec.gov/Archives/edgar/data/1771910/000095010326008321/0000950103-26-008321-index.htm - claim_id: 3b2bfa4e6ad7ebd4dab119a54f61c10b4dc1b1c1 claim: ADC Therapeutics SA shareholders approved Reelecting the auditors at the 2026-06-01 meeting. evidence_excerpt: Proposal #8 : Reelecting the auditors The shareholders reelected PricewaterhouseCoopers SA as the statutory auditor and independent registered public accounting firm for the year ending December 31, 2026. The voting results were as follows: FOR AGAINST ABSTAIN BROKER NON-VOTES 79,747,180 31,325 3,822,449 — evidence_url: https://www.sec.gov/Archives/edgar/data/1771910/000095010326008321/0000950103-26-008321-index.htm - claim_id: 3bffc3dad991a209463707636395918f3af29e9f claim: ADC Therapeutics SA shareholders approved Reelecting compensation committee members at the 2026-06-01 meeting. evidence_excerpt: Proposal #6 : Reelecting compensation committee members The shareholders reelected the following members of the compensation committee for a one-year term, beginning as of the Annual Meeting and ending at the closing of the 2027 annual general meeting of shareholders. The voting results were as follows: NAME FOR AGAINST ABSTAIN BROKER NON-VOTES Robert Azelby 65,136,589 388,421 3,822,360 14,253,584 Peter Hug 65,014,833 469,178 3,863,359 14,253,584 Victor Sandor 65,145,109 380,752 3,821,509 14,253,584 evidence_url: https://www.sec.gov/Archives/edgar/data/1771910/000095010326008321/0000950103-26-008321-index.htm - claim_id: 4bc2faeb988a3a214dc84759152632a041fb644f claim: ADC Therapeutics SA shareholders approved Discharging the members of the board of directors and the executive committee from liability at the 2026-06-01 meeting. evidence_excerpt: Proposal #3 : Discharging the members of the board of directors and the executive committee from liability The shareholders approved that the members of the board of directors and the executive committee be discharged from liability for the year ended December 31, 2025. The voting results were as follows: FOR AGAINST ABSTAIN BROKER NON-VOTES 63,695,590 86,523 3,966,182 14,253,584 evidence_url: https://www.sec.gov/Archives/edgar/data/1771910/000095010326008321/0000950103-26-008321-index.htm - claim_id: 7bf4be04ddcfd74c76cc2b8f6dbe64220338e31d claim: ADC Therapeutics SA shareholders approved Reelecting the Independent Proxy at the 2026-06-01 meeting. evidence_excerpt: Proposal #7 : Reelecting the Independent Proxy The shareholders reelected PHC Notaires, in Lausanne, Switzerland, as the Independent Proxy for a one-year term, beginning as of the Annual Meeting and ending at the closing of the 2027 annual general meeting of shareholders. The voting results were as follows: FOR AGAINST ABSTAIN BROKER NON-VOTES 79,756,534 17,712 3,826,708 — evidence_url: https://www.sec.gov/Archives/edgar/data/1771910/000095010326008321/0000950103-26-008321-index.htm - claim_id: 882517664fa64e0e91f6f659ffe6527ecc779193 claim: ADC Therapeutics SA shareholders approved Approving, on a binding basis under Swiss law, the compensation of the board of directors and the executive committee at the 2026-06-01 meeting. evidence_excerpt: Proposal #9 : Approving, on a binding basis under Swiss law, the compensation of the board of directors and the executive committee The shareholders approved, on a binding basis under Swiss law, that (i) the maximum aggregate amount of compensation for the members of the board of directors for the period between the Annual Meeting and the 2027 annual general meeting of shareholders be set at $2,500,000 (Proposal #9a), (ii) the maximum aggregate amount of fixed compensation for the members of the executive committee for the year ending December 31, 2027 be set at $2,600,000 (Proposal #9b) and (iii) the maximum aggregate amount of variable compensation for the members of the executive committee for the year ending December 31, 2026 be set at $5,500,000 (Proposal #9c). The voting results were as follows: PROPOSAL FOR AGAINST ABSTAIN BROKER NON-VOTES #9a 48,456,972 16,977,874 3,912,524 14,253,584 #9b 64,981,047 439,267 3,927,056 14,253,584 #9c 64,541,036 883,352 3,922,982 14,253,584 evidence_url: https://www.sec.gov/Archives/edgar/data/1771910/000095010326008321/0000950103-26-008321-index.htm - claim_id: 9d6d59f0aa7cebe79b2c826ab36db11800e9500d claim: ADC Therapeutics SA shareholders approved Approving the appropriation of the financial results at the 2026-06-01 meeting. evidence_excerpt: Proposal #4 : Approving the appropriation of the financial results The shareholders approved that the net loss for the year ended December 31, 2025 be carried forward. The voting results were as follows: FOR AGAINST ABSTAIN BROKER NON-VOTES 79,774,946 8,511 3,817,497 — evidence_url: https://www.sec.gov/Archives/edgar/data/1771910/000095010326008321/0000950103-26-008321-index.htm - claim_id: b6e389bd969a6999f35fce9a669dbef715d317eb claim: ADC Therapeutics SA shareholders approved Approving, on an advisory basis under U.S. law, the compensation paid to the named executive officers at the 2026-06-01 meeting. evidence_excerpt: Proposal #10 : Approving, on an advisory basis under U.S. law, the compensation paid to the named executive officers The shareholders approved, on an advisory basis under U.S. law, the compensation of the Company’s named executive officers, as disclosed in “Executive Compensation” and the related compensation tables and narrative disclosure in the proxy statement. The voting results were as follows: FOR AGAINST ABSTAIN BROKER NON-VOTES 64,172,306 1,271,205 3,903,859 14,253,584 evidence_url: https://www.sec.gov/Archives/edgar/data/1771910/000095010326008321/0000950103-26-008321-index.htm - claim_id: bb5dab9fb9bf0b4c75fc1bcaae10be6bfdeea819 claim: ADC Therapeutics SA shareholders approved Approving an amendment to increase the number of shares authorized under the 2019 Equity Incentive Plan at the 2026-06-01 meeting. evidence_excerpt: Proposal #11 : Approving an amendment to increase the number of shares authorized under the 2019 Equity Incentive Plan The shareholders approved an amendment to increase the number of shares authorized under the 2019 Equity Incentive Plan. The voting results were as follows: FOR AGAINST ABSTAIN BROKER NON-VOTES 46,624,648 18,904,924 3,817,798 14,253,584 evidence_url: https://www.sec.gov/Archives/edgar/data/1771910/000095010326008321/0000950103-26-008321-index.htm - claim_id: d2e176a86086bd7c2c5578700fb8e92c788ca616 claim: ADC Therapeutics SA shareholders approved Reelecting directors at the 2026-06-01 meeting. evidence_excerpt: Proposal #5 : Reelecting directors The shareholders reelected the following directors for a one-year term, beginning as of the Annual Meeting and ending at the closing of the 2027 annual general meeting of shareholders. The voting results were as follows: NAME FOR AGAINST ABSTAIN BROKER NON-VOTES Ron Squarer 65,109,377 416,194 3,821,799 14,253,584 Robert Azelby 65,094,726 429,835 3,822,809 14,253,584 Jean-Pierre Bizzari 63,631,611 1,852,731 3,863,025 14,253,587 Timothy Coughlin 65,198,947 327,049 3,821,374 14,253,584 Peter Hug 64,927,601 556,545 3,863,224 14,253,584 Ameet Mallik 65,133,390 387,036 3,826,944 14,253,584 Viviane Monges 64,918,973 556,772 3,871,625 14,253,584 Tyrell Rivers 64,796,462 729,534 3,821,374 14,253,584 Victor Sandor 65,151,213 373,932 3,822,225 14,253,584 evidence_url: https://www.sec.gov/Archives/edgar/data/1771910/000095010326008321/0000950103-26-008321-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.