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SEC Filings

8-K
BEIGENE, LTD. filed this Form 8-K on 06/08/2018
Entire Document
 

 

Item 8.01              Other Events.

 

Adoption of the BeiGene, Ltd. 2018 Inducement Equity Plan

 

On June 6, 2018, the Company adopted the BeiGene, Ltd. 2018 Inducement Equity Plan (the “Inducement Plan”) and reserved 12,000,000 ordinary shares to be used exclusively for grants of awards to individuals that were not previously employees of the Company or its subsidiaries, as a material inducement to the individual’s entry into employment with the Company or its subsidiaries within the meaning of Rule 5635(c)(4) of the NASDAQ Listing Rules. The Inducement Plan was approved by the Board of Directors upon recommendation of the Compensation Committee, without shareholder approval pursuant to Rule 5635(c)(4). The terms and conditions of the Inducement Plan, and the forms of award agreements to be used thereunder, are substantially similar to the Company’s shareholder-approved 2016 Share Option and Incentive Plan, as amended (the “2016 Plan”), and forms of award agreements thereunder.

 

A complete copy of the Inducement Plan and the forms of Non-Qualified Share Option Agreement and Restricted Share Unit Award Agreement to be used thereunder are filed herewith as Exhibits 10.2, 10.3 and 10.4, respectively, and are incorporated herein by reference. The above summary of the terms of the Inducement Plan and plan documents does not purport to be complete and is qualified in its entirety by reference to such exhibits.

 

Adoption of Amended Independent Director Compensation Policy

 

On June 6, 2018, upon recommendation of the Compensation Committee, the Board of Directors of the Company approved amendments to the Company’s Independent Director Compensation Policy (the “Director Compensation Policy”). Under the amended Director Compensation Policy, independent directors will be paid an annual cash retainer of $50,000 and additional fees for service as a member or chair of each committee of the Board of Directors on which they serve, ranging from $5,000 to $22,500 per year, as specified in the policy. Additionally, independent directors will be granted equity awards valued at $300,000 in connection with their initial election or appointment to the Board of Directors, pro-rated in the first year of service, and annual equity awards valued at $300,000 on the date of each annual meeting of shareholders. Each of the awards will consist of one-half stock options and one-half restricted share units (“RSUs”), vesting on the earlier of the first anniversary of date of grant or the date of the next annual meeting of shareholders, and in full upon death, disability or the occurrence of specified events in connection with a change of control of the Company. The options will have an exercise price equal to the fair market value of the Company’s ordinary shares on the date of grant, and both the options and RSUs will be granted under the 2016 Plan and forms of award agreements thereunder. In addition, under the terms of the 2016 Plan, the value of all equity awards and other cash compensation paid to each independent director for their service as an independent director may not exceed $500,000 in any calendar year. A complete copy of the Director Compensation Policy, as amended, the revised form of Non-Qualified Share Option Agreement for Non-Employee Directors and the revised form of Restricted Share Unit Award Agreement for Non-Employee Directors are filed herewith as Exhibits 10.5, 10.6 and 10.7, respectively, and are incorporated herein by reference. The above summary of the terms of the Director Compensation Policy and form agreements to be used in connection therewith does not purport to be complete and is qualified in its entirety by reference to such exhibits.

 

Item 9.01              Financial Statements and Exhibits

 

(d)       Exhibits.

 

Exhibit No.

 

Description

10.1

 

BeiGene, Ltd. 2018 Employee Share Purchase Plan

10.2

 

BeiGene, Ltd. 2018 Inducement Equity Plan

10.3

 

Form of Non-Qualified Share Option Agreement under the BeiGene, Ltd. 2018 Inducement Equity Plan

10.4

 

Form of Restricted Share Unit Award Agreement under the BeiGene, Ltd. 2018 Inducement Equity Plan

10.5

 

BeiGene, Ltd. Independent Director Compensation Policy, as amended

10.6

 

Form of Non-Qualified Share Option Agreement for Non-Employee Directors under the BeiGene, Ltd. 2016 Share Option and Incentive Plan

10.7

 

Form of Restricted Share Unit Award Agreement for Non-Employee Directors under the BeiGene, Ltd. 2016 Share Option and Incentive Plan

 

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