Full Press Release Details
LEGEND BIOTECH CORPORATION
2101 Cottontail Lane
The board of directors of Legend
Biotech Corporation (the Company ) is soliciting proxies for the annual general meeting of shareholders of the Company to be held on October 21, 2024 at 9:30 a.m. (local time) (the AGM ). The AGM will be held
at the offices of the Company located at 2101 Cottontail Lane, Somerset, New Jersey 08873, USA. Unless otherwise specified, all times and dates referenced in this Proxy Statement are in the U.S. Eastern time zone.
This Proxy Statement can be accessed, free of charge, on the Investor section of the Company s website at www.legendbiotech.com from
September 20, 2024, and the Proxy Form will first be mailed to holders of ordinary shares, par value US$0.0001 per share ( Ordinary Shares ) of the Company on or about September 20, 2024.
Revocability of Proxies
pursuant to this solicitation may be revoked by the person signing such proxy by attending the AGM and voting in person.
Record Date, Share Ownership
Only shareholders of record at the close of business on September 17, 2024 (the Record Date ) are
entitled to vote at the AGM. Our Ordinary Shares, that underlie American depositary shares ( ADSs ) are included for purposes of this determination. As of September 17, 2024, 368,576,826 Ordinary Shares of the Company were
outstanding, including approximately 163,370,992 Ordinary Shares represented by ADSs and held by JPMorgan Chase Bank, N.A. Each ADS represents two Ordinary Shares. Two holders of Ordinary Shares being not less than an aggregate of fifty percent
(50%) of all votes attaching to all Ordinary Shares in issue and entitled to vote and present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative, will
constitute a quorum for all purposes.
Voting and Solicitation
Each Ordinary Share in issue on the Record Date is entitled to one vote. A resolution put to the vote at the AGM will be decided by poll.
Copies of solicitation materials will be furnished to all holders of Ordinary Shares of the Company, including banks, brokerage houses, fiduciaries and custodians holding in their names the Ordinary Shares or ADSs beneficially owned by others to
forward to those beneficial owners. For each of Proposals 1 to 8 presented below, approval of the proposal requires the affirmative vote of a simple majority of the votes attaching to the Ordinary Shares cast at a meeting.
Voting by Holders of Ordinary Shares
When proxies are properly dated, executed and returned by holders of Ordinary Shares, the Ordinary Shares they represent will be voted at the
AGM, or at any adjournment thereof, in accordance with the instructions of the shareholders. If no specific instructions are given by such holders, the proxy holder will vote or abstain at his/her discretion, as he/she will on any other matters that
may properly come before the AGM, or at any adjournment thereof.
Abstentions by holders of Ordinary Shares are included in the
determination of the number of Ordinary Shares present and voting but are not counted as votes for or against a proposal.
Voting by Holders of ADSs
We have requested JPMorgan Chase Bank, N.A., as depositary of the ADSs, to mail to all the registered American Depository Receipt
( ADR ) holders this proxy statement, the accompanying notice of AGM and an ADR Voting Instruction Card. Upon the timely receipt from an owner of record of ADSs of written voting instructions in the manner specified, JPMorgan Chase
Bank, N.A. will endeavor, to the extent practicable and legally permissible, to vote or cause to be voted the number of Ordinary Shares underlying the ADSs, evidenced by ADRs related to those ADSs, in accordance with such voting instructions. Under
the terms of the deposit agreement, JPMorgan Chase Bank, N.A. will not vote or attempt to exercise the right to vote other than in accordance with such voting instructions or such deemed instructions as further described two paragraphs below. As the
holder of record for all the Ordinary Shares represented by the ADSs, only JPMorgan Chase Bank, N.A. may vote those Ordinary Shares at the AGM.
There is no guarantee that ADR holders or any such holder in particular will receive the
notice described above with sufficient time to enable such ADR holder to return any voting instructions to JPMorgan Chase Bank, N.A. in a timely manner, in which case the Ordinary Shares underlying your ADSs may not be voted in accordance with your
If no ADR Voting Instruction Card is received by JPMorgan Chase Bank, N.A. from a registered ADS holder by 9:00 a.m. (New York
City time), October 16, 2024, such holder shall be deemed, and JPMorgan Chase Bank, N.A. will deem such holder of ADSs to have instructed it to give a discretionary proxy to the chairperson of the AGM to vote the Ordinary Shares represented by
such holder s ADSs in favor of each proposal recommended by our board of directors and against each proposal opposed by our board of directors, unless the Company has informed JPMorgan Chase Bank, N.A. that such proxy should not be given, in
accordance with the terms of the deposit agreement.
RECEPTION OF THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023
The board of directors proposes to receive the audited consolidated financial statements of the Company for the fiscal year ended
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RECEPTION OF THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS OF THE COMPANY FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023.
RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITOR OF THE COMPANY
The audit committee has approved the re-appointment of Ernst & Young LLP as independent auditor of the Company (the
Independent Auditor ) for the fiscal year ending December 31, 2024 and seeks ratification of this decision by the shareholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT
AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024.
RE-ELECTION OF MS. YE WANG AS A DIRECTOR OF THE COMPANY
In accordance with article 88(b) of the Company s third amended and restated memorandum and articles of association, the term of office of
the Class I directors shall expire after a full term of three (3) years and Class I directors appointed at such meeting shall be elected for a full term of three (3) years.
The Class I directors consist of Ye Wang, Dr. Darren Xiaohui Ji, Dr. Ying Huang and Tomas Heyman, and their term will expire at
The board proposes to re-elect Ye Wang to serve as a Class I director of the
Company for a full term of three (3) years.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RE-ELECTION OF YE WANG AS A DIRECTOR OF THE COMPANY.
RE-ELECTION OF DR. DARREN XIAOHUI JI AS A DIRECTOR OF THE COMPANY
In accordance with article 88(b) of the Company s third amended and restated memorandum and articles of association, the term of office of
the Class I directors shall expire after a full term of three (3) years and Class I directors appointed at such meeting shall be elected for a full term of three (3) years.
The Class I directors consist of Ye Wang, Dr. Darren Xiaohui Ji, Dr. Ying Huang and Tomas Heyman, and their term will expire at
The board proposes to re-elect Dr. Darren Xiaohui Ji to serve as a Class I
director of the Company for a full term of three (3) years.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RE-ELECTION OF DR. DARREN XIAOHUI JI AS A DIRECTOR OF THE COMPANY.
RE-ELECTION OF DR. YING HUANG AS A DIRECTOR OF THE COMPANY
In accordance with article 88(b) of the Company s third amended and restated memorandum and articles of association, the term of office of
the Class I directors shall expire after a full term of three (3) years and Class I directors appointed at such meeting shall be elected for a full term of three (3) years.
The Class I directors consist of Ye Wang, Dr. Darren Xiaohui Ji, Dr. Ying Huang and Tomas Heyman, and their term will expire at
The board proposes to re-elect Dr. Ying Huang to serve as a Class I director
of the Company for a full term of three (3) years.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RE-ELECTION OF DR. YING HUANG AS A DIRECTOR OF THE COMPANY.
RE-ELECTION OF TOMAS HEYMAN AS A DIRECTOR OF THE COMPANY
In accordance with article 88(b) of the Company s third amended and restated memorandum and articles of association, the term of office of
the Class I directors shall expire after a full term of three (3) years and Class I directors appointed at such meeting shall be elected for a full term of three (3) years.
The Class I directors consist of Ye Wang, Dr. Darren Xiaohui Ji, Dr. Ying Huang and Tomas Heyman, and their term will expire at
The board proposes to re-elect Tomas Heyman to serve as a Class I director of the
Company for a full term of three (3) years.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RE-ELECTION OF TOMAS HEYMAN AS A DIRECTOR OF THE COMPANY.
APPROVAL OF AMENDMENT AND RESTATEMENT OF THE 2020 RESTRICTED SHARES PLAN ( RSU PLAN ) TO INCREASE THE AGGREGATE NUMBER OF ORDINARY SHARES RESERVED
FOR ISSUANCE BY 15,000,000 ORDINARY SHARES
Amendment and Restatement of the RSU Plan
Our Compensation Committee recommended that the Board approve an amendment and restatement of the RSU Plan on December 14, 2023 and our
Board approved an amendment and restatement of the RSU Plan on December 14, 2023,, subject to approval by our shareholders. Throughout this Proxy Statement, we refer to the RSU Plan, as amended and restated by our Board on December 14,
2023 and by our Compensation Committee on December 14, 2023, as the Amended RSU Plan.
No. 7, we are seeking shareholder approval of the Amended RSU Plan to increase the aggregate number of our Ordinary Shares that may be issued under the Amended RSU Plan by 15,000,000 Ordinary Shares, subject to adjustment for certain changes in
If this Proposal No. 7 is approved by our shareholders, the Amended RSU Plan will become effective as of the
date of the AGM. In the event that our shareholders do not approve this Proposal No. 7, the Amended RSU Plan will not become effective and the RSU Plan will continue to be effective in accordance with its terms.
Why You Should Vote to Approve the Amended RSU Plan
We are asking our shareholders to approve the Amended RSU Plan to increase the number of the Company s Ordinary Shares available for
issuance under the Amended RSU Plan by 15,000,000 Ordinary Shares. We are proposing the increase in the number of Ordinary Shares available under the Amended RSU Plan to enable us to continue offering effective equity compensation to our employees, non-employee directors and consultants and to take advantage of the significant motivation and retention benefits provided by equity compensation. Our Board, based on recommendation from the
Compensation Committee, unanimously approved the proposed Amended RSU Plan on December 14, 2023, subject to shareholder approval at the AGM. If approved by the shareholders, the Amended RSU Plan will become effective as of the date of the AGM.
The Company received approval from the U.S. Food and Drug Administration
( FDA ) for CARVYKTI (ciltacabtagene autoleucel, cilta-cel) on February 28, 2022 and conditional approval from the European
Commission on May 25, 2022, and the Company is in the early stages of commercializing CARVYKTI in the United States and Europe, with their collaboration partner, Janssen Biotech, Inc., a
Johnson & Johnson company, for the treatment of adults with relapsed or refractory multiple myeloma ( MM ) who have received four or more prior lines of therapy (for commercialization in the United States), or three or more
lines of therapy (for commercialization in Europe), in each case, including a proteasome inhibitor ( PI ), an immunomodulatory agent ( IMiD ), and an anti-CD38 monoclonal antibody. In addition, on April 8,
2024, the Company announced that the FDA approved CARVYKTI for the treatment of adult patients with relapsed or refractory MM who have received at least one prior line of therapy, including a
PI and IMiD, and are refractory to lenalidomide. As the Company continues to expand its manufacturing and commercial capabilities for CARVYKTI and to continue its research and development
activities for its other product candidates, the Company expects to continue to hire additional employees and continue to retain their existing employee base.
We do not view the 1,888,025 Ordinary Shares remaining available for grant under the RSU Plan as of August 31, 2024, as sufficient to
allow us to execute our near-term plans, and the proposed increase in the share reserve under the Amended RSU Plan is expected to provide sufficient Ordinary Shares available for approximately the next 2 to 4 years as we continue to scale the
business. We are not able to provide a public forecast as to the level of total Ordinary Shares outstanding and utilization of equity awards as a result of the unpredictability of the underlying assumptions and estimates. In particular, our actual
usage of plan shares for employee awards under the RSU Plan will be impacted by changes in the number and level of our employees, the type of equity awards we grant, our potential growth and activities, the financial impact of grants and financing
activities, as well as other factors, such as industry performance and general business, economic, regulatory, market and financial conditions. These general factors and ones specific to our business are difficult to predict, many are beyond our