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SEC Filings

DEF 14A
BEIGENE, LTD. filed this Form DEF 14A on 11/08/2018
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      existing Independent Director Compensation Policy, as previously disclosed in our Current Report on Form 8-K filed on June 8, 2018, with the SEC, independent directors are paid an annual cash retainer of US$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 US$5,000 to US$22,500 per year, as specified in the policy. Additionally, independent directors are granted equity awards valued at US$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 US$300,000 on the date of each annual meeting of shareholders. Each of the awards consists 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 Second A&R 2016 Plan provides that dividends or dividend equivalents payable in connection with performance-based awards are subject to the same restrictions and risk of forfeiture as the underlying award (noting that we do not pay dividends and do not anticipate doing so in the foreseeable future).

        The Second A&R 2016 Plan was designed to enhance the flexibility of the Compensation Committee of our Board of Directors (the "Compensation Committee") in granting share options and other awards to our (and our subsidiaries') officers, employees, non-employee directors and consultants and to ensure that we can continue to grant share options and other awards to such persons at levels determined to be appropriate by the Compensation Committee. In August 2018, in accordance with the HK Listing Rules, our Board of Directors adopted the Amended and Restated 2016 Share Option and Incentive Plan to remove the "evergreen" feature from the 2016 Plan that provided for an automatic annual increase to the number of shares reserved under the 2016 Plan and to make other changes required by the HK Listing Rules. These amendments did not require shareholder approval.

        The increase of 38,553,159 ordinary shares, or 5% of our outstanding shares as of September 30, 2018, to the aggregate number of shares contemplated by the Second A&R 2016 Plan is intended to approximate the 5% increase that would have been added to the plan on January 1, 2019, had the evergreen remained in place. As the "evergreen" provision was removed, there will not be an automatic increase in the number of shares reserved under the 2016 Plan on January 1, 2019 or in future years. If the Second A&R 2016 Plan is not approved by our shareholders, the existing Amended and Restated 2016 Share Option and Incentive Plan will remain in effect and we currently anticipate that we will exhaust all the shares available for issuance under our 2016 Plan by mid-2019, and such shares could be exhausted sooner as we continue planned increases in headcount to support our business growth. A copy of the Second A&R 2016 Plan is attached to this Proxy Statement as Appendix B and is incorporated herein by reference.

        If the Second A&R 2016 Plan is approved by our shareholders, the Company will make an application to the HKEx for the listing of the additional shares that will be issued under the Second A&R 2016 Plan.

        As of December 31, 2017, we have granted options, restricted share units, or RSUs, and restricted shares covering 101,414,629 ordinary shares under our 2016 Plan, of which 6,651,462 share options, nil RSUs and 300,000 restricted shares have expired, terminated or forfeited, and of which 1,667,430 options have been exercised, nil ordinary shares were issued upon settlement of vested RSUs and 268,750 restricted shares were vested. The number of options, RSUs and restricted shares outstanding under the 2016 Plan as of December 31, 2017 was 90,251,295, 1,469,442 and 806,250, respectively, and there were 2,090,472 ordinary shares available for grant under the 2016 Plan, not including any shares that might in the future be added back to the shares available for issuance under the 2016 Plan as a result of forfeiture, cancelation, hold-back, reacquisition, expiration or other termination (other than by exercise).

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