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 June, 2024
Commission File Number 001-39670
PURETECH HEALTH PLC
(Translation of registrant’s name into English)
6 Tide Street, Suite 400
Boston, Massachusetts 02210
(Address of principal executive office)
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 ☒ 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): ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
On June 13, 2024, PureTech Health plc (LSE: PRTC, Nasdaq: PRTC) (the “Company”) issued a press release announcing the results of its 2024 Annual General Meeting. The full text of the resolutions may be found in the Notice of the Annual General Meeting, copies of which are available on both the Company’s website https://investors.puretechhealth.com/financials-filings/reports and on the National Storage Mechanism.
The press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.
| Exhibits |
||
| 99.1 | Press Release of PureTech Health plc, dated June 13, 2024, titled “Results of Annual General Meeting” |
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 authorized.
| PURETECH HEALTH PLC | ||||||
| Date: June 13, 2024 | By: | /s/ Bharatt Chowrira | ||||
| Name: Bharatt Chowrira | ||||||
| Title: Chief Executive Officer | ||||||
Exhibit 99.1
13 June 2024
PureTech Health plc
Results of Annual General Meeting
The Annual General Meeting of PureTech Health plc (Nasdaq: PRTC, LSE: PRTC) (“PureTech Health” or the “Company”) was held at 11 a.m. EDT/4 p.m. BST on Thursday, June 13, 2024.
All of the resolutions proposed at the Annual General Meeting were duly passed by the shareholders on a poll. The results of the poll, incorporating the proxy votes lodged in advance of the meeting, are set out below.
| Resolutions |
For | % | Against | % | Withheld | Total votes cast | ||||||||||||||||||
| 001. To approve the Company’s Annual Report and Accounts for year ended 31 December 2023 |
180,831,234 | 100.00 | % | 3,581 | 0.00 | % | 90,476 | 180,834,815 | ||||||||||||||||
| 002. To approve the Directors’ Remuneration Report |
72,296,583 | 55.95 | % | 56,922,574 | 44.05 | % | 51,706,134 | 129,219,157 | ||||||||||||||||
| 003. To approve the Directors’ Remuneration Policy |
83,722,702 | 64.46 | % | 46,157,643 | 35.54 | % | 51,044,946 | 129,880,345 | ||||||||||||||||
| 004. To approve amendments to the rules of the PureTech Health plc Performance Share Plan 2023 |
91,600,947 | 70.74 | % | 37,887,028 | 29.26 | % | 51,437,316 | 129,487,975 | ||||||||||||||||
| 005. To elect Ms. Sharon Barber-Lui as a director |
180,223,191 | 99.99 | % | 13,818 | 0.01 | % | 688,282 | 180,237,009 | ||||||||||||||||
| 006. To elect Dr. Bharatt Chowrira as a director |
180,903,972 | 99.99 | % | 14,250 | 0.01 | % | 7,069 | 180,918,222 | ||||||||||||||||
| 007. To elect Dr. Raju Kucherlapati as a director |
168,304,704 | 93.03 | % | 12,613,517 | 6.97 | % | 7,070 | 180,918,221 | ||||||||||||||||
| 008. To elect Dr. John LaMattina as a director |
97,660,582 | 74.71 | % | 33,063,035 | 25.29 | % | 50,201,674 | 130,723,617 | ||||||||||||||||
| 009. To elect Dr. Robert Langer as a director |
178,992,250 | 98.94 | % | 1,925,771 | 1.06 | % | 7,270 | 180,918,021 | ||||||||||||||||
| 010. To elect Ms. Kiran Mazumdar-Shaw as a director |
171,626,767 | 94.91 | % | 9,206,455 | 5.09 | % | 92,069 | 180,833,222 | ||||||||||||||||
| 011. To reappoint PricewaterhouseCoopers LLP as Auditors of the Company |
180,817,973 | 99.95 | % | 95,238 | 0.05 | % | 12,080 | 180,913,211 | ||||||||||||||||
| 012. To authorize the Audit Committee to determine the Auditors’ remuneration |
180,898,936 | 99.99 | % | 20,477 | 0.01 | % | 5,878 | 180,919,413 | ||||||||||||||||
| 013. To authorize the allotment of shares |
168,771,484 | 97.85 | % | 3,707,621 | 2.15 | % | 8,446,186 | 172,479,105 | ||||||||||||||||
| 014. To disapply pre-emption rights |
167,217,234 | 96.95 | % | 5,261,591 | 3.05 | % | 8,446,466 | 172,478,825 | ||||||||||||||||
| 015. To further disapply pre-emption rights for acquisitions and specified capital investments. |
165,299,824 | 95.84 | % | 7,179,001 | 4.16 | % | 8,446,466 | 172,478,825 | ||||||||||||||||
| 016. To authorize market purchase of own shares |
180,789,891 | 99.93 | % | 129,498 | 0.07 | % | 5,902 | 180,919,389 | ||||||||||||||||
| 017. To authorize general meetings to be called on not less than 14 clear days’ notice |
180,302,971 | 99.77 | % | 422,112 | 0.23 | % | 200,208 | 180,725,083 | ||||||||||||||||
While the Board is pleased that all resolutions were supported by the required majorities, we note that more than 20% of votes were cast against Resolutions 2, 3, 4 and 8. Over the past year, the Board has actively engaged with shareholders regarding its approach to director remuneration, resulting in adjustments to the proposed Remuneration Policy. Looking ahead, the Board will continue to engage with shareholders to further understand their perspectives and the reasons behind their opposition to certain proposals. In accordance with the UK Corporate Governance Code, we will provide an update on our engagement efforts within the next six months.
Notes:
| (1) | A vote “Withheld” is not a vote in law and is not counted in the calculation of the votes “For” or “Against” a resolution. |
| (2) | As at June 13, 2024 the number of issued shares in the Company was 270,859,250 ordinary shares, which was the total number of shares entitling the holders to attend and vote for or against all the resolutions at the AGM. In accordance with the Company’s Articles of Association, on a poll every member present in person or by proxy has one vote for every share held. |
| (3) | The full text of the resolutions may be found in the Notice of the Annual General Meeting, copies of which are available on both the Company’s website https://investors.puretechhealth.com/financials-filings/reports and on the National Storage Mechanism. |
About PureTech Health
PureTech is a clinical-stage biotherapeutics company dedicated to giving life to new classes of medicine to change the lives of patients with devastating diseases. The Company has created a broad and deep pipeline through its experienced research and development team and its extensive network of scientists, clinicians and industry leaders that is being advanced both internally and through its Founded Entities. PureTech’s R&D engine has resulted in the development of 29 therapeutics and therapeutic candidates, including two that have received both U.S. FDA clearance and European marketing authorization and a third (KarXT) that has been filed for FDA approval. A number of these programs are being advanced by PureTech or its Founded Entities in various indications and stages of clinical development, including registration enabling studies. All of the underlying programs and platforms that resulted in this pipeline of therapeutic candidates were initially identified or discovered and then advanced by the PureTech team through key validation points.
For more information, visit www.puretechhealth.com or connect with us on X (formerly Twitter) @puretechh.
Cautionary Note Regarding Forward-Looking Statements
This press release contains statement that are or may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements that relate to our expectations around our therapeutic candidates and approach towards addressing major diseases, our future prospects, developments, and strategies, and statements regarding the intent, belief or current expectations regarding the Tender Offer. The forward-looking statements are based on current expectations and are subject to known and unknown risks, uncertainties and other important factors that could cause actual results, performance and achievements to differ materially from current expectations, including, but not limited to, those risks, uncertainties and other important factors described under the caption “Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2023 filed with the SEC and in our other regulatory filings. These forward-looking statements are based on assumptions regarding the present and future business strategies of the Company and the environment in which it will operate in the future. Each forward-looking statement speaks only as at the date of this press release. Except as required by law and regulatory requirements, we disclaim any obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.
Contact:
PureTech
Investor Relations
IR@puretechhealth.com