{"url_path":"/sec/adct/8-k/2026-06-02/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-02","source_url":"https://www.sec.gov/Archives/edgar/data/1771910/0000950103-26-008321-index.html","accession_number":"0000950103-26-008321","cik":"0001771910","ticker":"ADCT","issuer_name":"ADC Therapeutics SA","edgar_url":"https://www.sec.gov/Archives/edgar/data/1771910/0000950103-26-008321-index.html","primary_entity_key":"0001771910","primary_entity_name":"ADC Therapeutics SA"},"word_count":1114,"has_tables":true,"body_markdown":"**Item 5.07. Submission of Matters to a Vote of Security Holders.**\n\n \n\nADC Therapeutics SA (the “Company”) held its 2026 annual\ngeneral meeting of shareholders (the “Annual Meeting”) on June 1, 2026. The Company previously filed with the Securities and\nExchange Commission a definitive proxy statement and related materials pertaining to the Annual Meeting, which describe in detail each\nproposal submitted to shareholders at the Annual Meeting. All proposals submitted to the shareholders at the Annual Meeting were approved.\nThe final results for the votes regarding each proposal are set forth below.\n\n \n\nProposal #1: Approving the management report, annual financial\nstatements and consolidated financial statements\n\n \n\nThe shareholders approved the management report, the annual financial\nstatements and the consolidated financial statements for the year ended December 31, 2025 and acknowledged the auditors’ report\nfor the year ended December 31, 2025. The voting results were as follows:\n\n \n\nFOR\nAGAINST\nABSTAIN\nBROKER NON-VOTES\n\n79,705,454\n5,910\n3,889,590\n—\n\n \n\nProposal #2: Approving, on an advisory basis under Swiss law,\nthe compensation report\n\n \n\nThe shareholders approved, in a non-binding advisory vote, the compensation\nreport for the year ended December 31, 2025. The voting results were as follows:\n\n \n\nFOR\nAGAINST\nABSTAIN\nBROKER NON-VOTES\n\n64,289,299\n1,242,782\n3,815,289\n14,253,584\n\n \n\nProposal #3: Discharging the members of the board of directors\nand the executive committee from liability\n\n \n\nThe shareholders approved that the members of the board of directors\nand the executive committee be discharged from liability for the year ended December 31, 2025. The voting results were as follows:\n\n \n\nFOR\nAGAINST\nABSTAIN\nBROKER NON-VOTES\n\n63,695,590\n86,523\n3,966,182\n14,253,584\n\n \n\nProposal #4: Approving the appropriation of the financial results\n\n \n\nThe shareholders approved that the net loss for the year ended December\n31, 2025 be carried forward. The voting results were as follows:\n\n \n\nFOR\nAGAINST\nABSTAIN\nBROKER NON-VOTES\n\n79,774,946\n8,511\n3,817,497\n—\n\n \n\nProposal #5: Reelecting directors\n\n \n\nThe shareholders reelected the following directors for a one-year term,\nbeginning as of the Annual Meeting and ending at the closing of the 2027 annual general meeting of shareholders. The voting results were\nas follows:\n\n \n\nNAME\nFOR\nAGAINST\nABSTAIN\nBROKER NON-VOTES\n\nRon Squarer\n65,109,377\n416,194\n3,821,799\n14,253,584\n\nRobert Azelby\n65,094,726\n429,835\n3,822,809\n14,253,584\n\nJean-Pierre Bizzari\n63,631,611\n1,852,731\n3,863,025\n14,253,587\n\nTimothy Coughlin\n65,198,947\n327,049\n3,821,374\n14,253,584\n\nPeter Hug\n64,927,601\n556,545\n3,863,224\n14,253,584\n\nAmeet Mallik\n65,133,390\n387,036\n3,826,944\n14,253,584\n\nViviane Monges\n64,918,973\n556,772\n3,871,625\n14,253,584\n\nTyrell Rivers\n64,796,462\n729,534\n3,821,374\n14,253,584\n\nVictor Sandor\n65,151,213\n373,932\n3,822,225\n14,253,584\n\n \n\n \n\nProposal #6: Reelecting compensation committee members\n\n \n\nThe shareholders reelected the following members of the compensation\ncommittee for a one-year term, beginning as of the Annual Meeting and ending at the closing of the 2027 annual general meeting of shareholders.\nThe voting results were as follows:\n\n \n\nNAME\nFOR\nAGAINST\nABSTAIN\nBROKER NON-VOTES\n\nRobert Azelby\n65,136,589\n388,421\n3,822,360\n14,253,584\n\nPeter Hug\n65,014,833\n469,178\n3,863,359\n14,253,584\n\nVictor Sandor\n65,145,109\n380,752\n3,821,509\n14,253,584\n\n \n\nProposal #7: Reelecting the Independent Proxy\n\n \n\nThe shareholders reelected PHC Notaires, in Lausanne, Switzerland,\nas the Independent Proxy for a one-year term, beginning as of the Annual Meeting and ending at the closing of the 2027 annual general\nmeeting of shareholders. The voting results were as follows:\n\n \n\nFOR\nAGAINST\nABSTAIN\nBROKER NON-VOTES\n\n79,756,534\n17,712\n3,826,708\n—\n\n \n\nProposal #8: Reelecting the auditors\n\n \n\nThe shareholders reelected PricewaterhouseCoopers SA as the statutory\nauditor and independent registered public accounting firm for the year ending December 31, 2026. The voting results were as follows:\n\n \n\nFOR\nAGAINST\nABSTAIN\nBROKER NON-VOTES\n\n79,747,180\n31,325\n3,822,449\n—\n\n \n\nProposal #9: Approving, on a binding basis under Swiss law,\nthe compensation of the board of directors and the executive committee\n\n \n\nThe shareholders approved, on a binding basis under Swiss law, that\n(i) the maximum aggregate amount of compensation for the members of the board of directors for the period between the Annual Meeting and\nthe 2027 annual general meeting of shareholders be set at $2,500,000 (Proposal #9a), (ii) the maximum aggregate amount of fixed compensation\nfor the members of the executive committee for the year ending December 31, 2027 be set at $2,600,000 (Proposal #9b) and (iii) the maximum\naggregate amount of variable compensation for the members of the executive committee for the year ending December 31, 2026 be set at $5,500,000\n(Proposal #9c). The voting results were as follows:\n\n \n\nPROPOSAL\nFOR\nAGAINST\nABSTAIN\nBROKER NON-VOTES\n\n#9a\n48,456,972\n16,977,874\n3,912,524\n14,253,584\n\n#9b\n64,981,047\n439,267\n3,927,056\n14,253,584\n\n#9c\n64,541,036\n883,352\n3,922,982\n14,253,584\n\n \n\nProposal #10: Approving, on an advisory basis under U.S. law,\nthe compensation paid to the named executive officers\n\n \n\nThe shareholders approved, on an advisory basis under U.S. law, the\ncompensation of the Company’s named executive officers, as disclosed in “Executive Compensation” and the related compensation\ntables and narrative disclosure in the proxy statement. The voting results were as follows:\n\n \n\nFOR\nAGAINST\nABSTAIN\nBROKER NON-VOTES\n\n64,172,306\n1,271,205\n3,903,859\n14,253,584\n\n \n\n \n\nProposal #11: Approving an amendment to increase the number\nof shares authorized under the 2019 Equity Incentive Plan\n\n \n\nThe shareholders approved an amendment to increase the number of shares\nauthorized under the 2019 Equity Incentive Plan. The voting results were as follows:\n\n \n\nFOR\nAGAINST\nABSTAIN\nBROKER NON-VOTES\n\n46,624,648\n18,904,924\n3,817,798\n14,253,584\n\n \n\nProposal #12: Approving amendments to articles 4a, 4b and 4c\nof the articles of association to increase the Company’s capital range (article 4a), conditional share capital for employee participation\n(article 4b) and conditional share capital for financing, acquisitions and other purposes (article 4c) as well as the introduction of\narticle 4d regarding a conditional share capital based on the capital range\n\n \n\nThe shareholders approved (i) amendments to article 4a paragraph 1\nof the articles of association to increase the Company’s capital range from CHF 8,375,974.48 (lower limit) to CHF 12,354,128.80\n(upper limit) to CHF 10,378,109.12 (lower limit) to CHF 15,567,163.68 (upper limit) (Proposal #12a), (ii) amendments to article 4b paragraph\n1 of the articles of association to increase the Company’s conditional share capital for employee participation from 9,887,629 common\nshares (CHF 791,010.32) to 16,836,253 common shares (CHF 1,346,900.24) (Proposal #12b), (iii) amendments to article 4c paragraph 1 of\nthe articles of association to increase the Company’s conditional share capital for financing, acquisition and other purposes from\n38,026,929 common shares (CHF 3,042,154.32) to 48,026,929 common shares (CHF 3,842,154.32) (Proposal #12c), and (iv) a new article 4d\nbe introduced in the articles of association regarding a conditional share capital based on the capital range, and that article 4a be\namended accordingly (Proposal #12d). The voting results were as follows:\n\n \n\nPROPOSAL\nFOR\nAGAINST\nABSTAIN\nBROKER NON-VOTES\n\n#12a\n48,485,517\n17,043,416\n3,818,437\n14,253,584\n\n#12b\n48,614,094\n16,916,772\n3,816,504\n14,253,584\n\n#12c\n52,364,617\n13,166,958\n3,815,795\n14,253,584\n\n#12d\n48,528,597\n16,999,553\n3,819,220\n14,253,584\n\n \n\nThe amendments to the Company’s articles of association became\neffective upon their approval at the Annual Meeting. A copy of the Company’s current articles of association is attached hereto\nas Exhibit 3.1 and incorporated herein by reference."}