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 of
the Securities Exchange Act of 1934
Date of Report: September 25, 2023
Commission File Number: 001-39307
Legend Biotech Corporation
(Exact Name of Registrant as Specified in its Charter)
2101 Cottontail Lane
Somerset, New Jersey 08873
(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 on paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K on paper as permitted by Regulation S-T Rule 101(b)(7): ☐
On September 21, 2023, Legend Biotech Corporation (the “Company”) held its 2023 Annual General Meeting of Shareholders. The voting results are attached hereto as Exhibit 99.1.
This report on Form 6-K, including Exhibit 99.1, shall be deemed to be incorporated by reference in the registration statements of the Company on Form F-3 (Nos. 333-257609, 333-257625, and 333-272222) and Form S-8 (No. 333-239478), to the extent not superseded by documents or reports subsequently filed.
EXHIBITS
Exhibit 99.1 — Voting 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.
| LEGEND BIOTECH CORPORATION | ||||||
| Date: September 25, 2023 | By: | /s/ Ying Huang | ||||
| Name: | Ying Huang, Ph.D. | |||||
| Title: | Chief Executive Officer | |||||
Exhibit 99.1
Voting Results of 2023 Annual General Meeting
At Legend Biotech Corporation’s (the “Company”) annual general meeting of shareholders held on September 21, 2023 (the “AGM”), the Company’s shareholders:
| • | received the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2022; |
| • | ratified the appointment of Ernst & Young LLP as the Company’s independent auditor for the fiscal year ending December 31, 2023; |
| • | re-elected each of Dr. Li Zhu, Dr. Corazon D. Sanders, and Dr. Li Mao to serve as a Class III director for a three-year term; and |
| • | authorized each of the directors and officers of the Company to take any and every action that might be necessary to effect the forgoing resolutions as such director or officer, in his or her absolute discretion, thinks fit. |
A total of approximately 362,167,226 ordinary shares, including those underlying ADSs, representing approximately 99.34% of the ordinary shares issued and outstanding as of August 18, 2023, the record date, were present in person or by proxy at the AGM. The results of the votes are as follows:
| For | Against | Abstain | ||||||||||||||||||||||
| Resolutions |
Votes | % | Votes | % | Votes | % | ||||||||||||||||||
| Reception of Audited Financial Statements |
362,063,064 | 99.310 | % | 732 | * | % | 103,430 | 0.028 | % | |||||||||||||||
| Ratification of appointment of Ernst & Young LLP as Independent Auditor for Fiscal Year 2023 |
361,846,756 | 99.251 | % | 283,018 | 0.078 | % | 37,452 | 0.010 | % | |||||||||||||||
| Election of Directors |
||||||||||||||||||||||||
| Dr. Li Zhu (Class III) |
360,542,838 | 98.894 | % | 1,593,518 | 0.437 | % | 30,870 | 0.008 | % | |||||||||||||||
| Dr. Corazon D. Sanders (Class III) |
352,917,796 | 96.802 | % | 9,218,874 | 2.529 | % | 30,556 | 0.008 | % | |||||||||||||||
| Dr. Li Mao (Class III) |
359,725,136 | 98.669 | % | 2,410,190 | 0.661 | % | 31,900 | 0.009 | % | |||||||||||||||
| Authorization of Directors and Officers |
362,126,314 | 99.328 | % | 11,696 | 0.003 | % | 29,216 | 0.008 | % | |||||||||||||||
| * | Less than 0.001% |
Dr. Fangliang Zhang, Chairman of the Board of Directors, as the person designated by the Company, was granted a discretionary proxy by JPMorgan Chase Bank, N.A., the depositary of the ADSs, pursuant to the Deposit Agreement governing the ADSs and the Voting Instruction Card mailed by the depositary to the holders of the ADSs, to vote 11,912,282 ordinary shares underlying ADSs for which no voting instructions were given by the holders, and he exercised the discretionary proxy to vote in favor of each of the proposals submitted for shareholder approval at the AGM.