UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
6-K
REPORT OFFOREIGN PRIVATE ISSUER
PURSUANT TO RULE
13a-16
OR
15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2024.
Commission File Number:
001-37384
GALAPAGOS NV
(Translation of registrant's name into English)
Generaal DeWittelaan L11 A3, 2800 Mechelen, Belgium
(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-FForm
40-F
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Annual Shareholders' Meeting and Extraordinary Shareholders' Meeting Results
On April 30, 2024, Galapagos NV (the "Company") held its Annual Shareholders'
Meeting (the "Annual Meeting") and itsExtraordinary Shareholders' Meeting (the
"Extraordinary Meeting", together with the Annual Meeting, the "Meetings").
The minutes and other documentation pertaining to the Meetings can be viewed
athttps://www.glpg.com/shareholders-meetings within 15 days of the Meetings.
The final results of each of the agenda items submitted to a vote of the
shareholders at the Meetings are set forth below.
Annual Meeting Results
Agenda item 2:acknowledgement and approval of the
non-consolidated
annual accounts of the Company for the financial year ended on 31 December
2023, and approval of the allocation of the annual result as proposed by
theBoard of Directors
The Company's shareholders' meeting resolved to approve the
non-consolidated
annual accounts of the Company for the financial year ended on 31 December
2023, and the allocation of the annual result as proposed by the Board of
Directors.
Agenda item 5: acknowledgement and approval of the remuneration report
The Company's shareholders' meeting resolved to approve the remuneration
report included in the annual report of the Board of Directors for
thefinancial year ended on 31 December 2023.
Agenda item 6: acknowledgement and approval of the amended renumeration policy
The Company's shareholders' meeting resolved to approve the amended
renumeration policy.
Agenda item 7: release from liability to be granted to the (current and
former) members of the Board of Directors, and the (current and former)
statutoryauditor for the performance of their respective mandates during the
financial year ended on 31 December 2023.
The Company'sshareholders' meeting resolved, by a separate vote, to release
each (current and former) member of the Board of Directors, and the (current
and former statutory) auditor from any liability arising from the performance
of their respectivemandates during the financial year ended 31 December 2023.
Agenda item 8: renumeration of directors
The Company's shareholders' meeting resolved, upon the recommendation and
advice of the Remuneration Committee of the Company, that the annualcompensation
(excluding expenses) of the
non-executive
directors, other than the
non-executive
directors representing a shareholder, for the exercise of their mandateshall
consist of a cash remuneration and an equity-based remuneration as follows:
(a) cash remuneration: (i) Chairperson of the Board of Directors:EUR 110,000;
(ii) Lead
Non-Executive
Director: EUR 75,000, (iii) other
non-executive
directors: EUR 55,000 each; (iv) additional annual compensation for
thechairpersonship of a committee within the Board of Directors: EUR 20,000;
and (v) additional annual compensation for the membership of a committee
within the Board of Directors: EUR 15,000;
(b) equity-based remuneration: (i) Chairperson of the Board of Directors: EUR
110,000; (ii) Lead
Non-Executive
Director: EUR 75,000; (iii) other
non-executive
directors: EUR 55,000 each; in each case (i), (ii) and (iii) subject to the
requirement to use the net amount (after taxes) to acquire Galapagos
shares.These latter payments make up the equivalent of an equity component of
the directors' remuneration and the resulting shares are to be held until at
least one year after the
non-executive
director leavesthe Board of Directors and at least three years after the time
of acquisition.
The abovementioned remuneration for the Chairperson of the Board ofDirectors
will only be payable if such Chairperson is not simultaneously Chief Executive
Officer (CEO) of the Company. The abovementioned remuneration for the Lead
Non-Executive
Director will only be payableto the extent appointed in accordance with
Galapagos' Corporate Governance Charter.
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The Company's shareholders' meeting resolved, that the mandate of a
non-executive
director representing a shareholder will not be remunerated.
The rules set out above shall apply asper 1 May 2024.
Agenda item 9:
re-appointment
of Dr. Elisabeth Svanberg as independent
non-executive
director
The Company's shareholders' meeting resolved, upon proposal of the Board
ofDirectors, and in accordance with the recommendation and advice of the
Company's Nomination Committee, to (a) to
re-appoint
Dr. Elisabeth Svanberg as an independent
non-executive
member of the Board of Directors of the Company, for a period of four years,
effective as of today, ending immediately after the annual shareholders'
meeting to be held in 2028, and (b) toconfirm her mandate as an independent
member of the Board of Directors since (i) Dr. Elisabeth Svanberg meets the
independence criteria set forth in article 7:87 of the Belgian Companies and
Associations Code, and article 3.5 of theBelgian Corporate Governance Code
2020, (ii) Dr. Elisabeth Svanberg has explicitly declared not to have (and the
Board of Directors is not aware of) any connections with the Company or a
major shareholder, which would interfere with herindependence, and (iii) the
Board of Directors has no indication of any element that might call Dr.
Elisabeth Svanberg's independence into question. The shareholders' meeting
also resolved that the mandate of Dr. ElisabethSvanberg is remunerated as
provided for
non-executive
members of the Board of Directors in the Company's remuneration policy and as
approved by the shareholders' meeting from time to time.
Agenda item 10: appointment of Dr. Susanne Schaffert as independent
non-executive
director
The Company's shareholders' meeting resolved, upon proposal of the Board of
Directors, and in accordance with the recommendation and advice of
theCompany's Nomination Committee, to (a) to confirm the appointment by
co-optation
on 12 June 2023, following the resignation of Dr. Rajesh Parekh on 10 June
2023, and to appointDr. Susanne Schaffert as an independent
non-executive
member of the Board of Directors of the Company, for an additional period of
four years, up to and including the closing of the annualshareholders' meeting
to be held in 2028 which will have decided upon the financial statements for
the financial year ended on 31 December 2027, and (b) to confirm her mandate
as an independent member of the Board of Directors since(i) Dr. Susanne
Schaffert meets the independence criteria set forth in article 7:87 of the
Belgian Companies and Associations Code, and article 3.5 of the Belgian
Corporate Governance Code 2020, (ii) Dr. Susanne Schaffert hasexplicitly
declared not to have (and the Board of Directors is not aware of) any
connections with the Company or a major shareholder, which would interfere
with her independence, and (iii) the Board of Directors has no indication of
any elementthat might call Dr. Susanne Schaffert's independence into question.
The shareholders' meeting also resolved that the mandate of Dr. Susanne
Schaffert is remunerated as provided for
non-executive
members of the Board of Directors in the Company's remuneration policy and as
approved by the shareholders' meeting from time to time.
Agenda item 11: appointment of Mr. Simon Sturge as independent
non-executive
director
The Company's shareholders' meeting resolved, upon proposal of the Board of
Directors, and in accordance with the recommendation and advice of
theCompany's Nomination Committee, to (a) confirm the appointment by
co-optation
on 19 September 2023, following the resignation of Dr. Mary Kerr on 18
September 2023, and to appointMr. Simon Sturge as an independent
non-executive
member of the Board of Directors of the Company, for an additional period of
four years, up to and including the closing of the annual shareholders'meeting
to be held in 2028 which will have decided upon the financial statements for
the financial year ended on 31 December 2027, and (b) confirm his mandate as
an independent member of the Board of Directors since (i) Mr. SimonSturge
meets the independence criteria set forth in article 7:87 of the Belgian
Companies and Associations Code, and article 3.5 of the Belgian Corporate
Governance Code 2020, (ii) Mr. Simon Sturge has explicitly declared not to
have (and theBoard of Directors is not aware of) any connections with the
Company or a major shareholder, which would interfere with his independence,
and (iii) the Board of Directors has no indication of any element that might
call Mr. SimonSturge's independence into question. The shareholders' meeting
also resolved that the mandate of Mr. Simon Sturge is remunerated as provided
for
non-executive
members of the Board of Directorsin the Company's remuneration policy and as
approved by the shareholders' meeting from time to time.
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Agenda item 12: appointment of Mr. Andrew Dickinson as
non-executive
director
The Company's shareholders' meeting resolved, upon proposal of the Board
ofDirectors, and in accordance with the recommendation and advice of the
Company's Nomination Committee, to confirm the appointment by
co-optation
on 26 March 2024, and with effect as per 27 March2024, following the
resignation of Mr. Daniel O'Day on 26 March 2024, and to appoint Mr. Andrew
Dickinson as a
non-executive
member of the Board of Directors of the Company, for anadditional period of
four years, up to and including the closing of the annual shareholders'
meeting to be held in 2028 which will have decided upon the financial
statements for the financial year ended on 31 December 2027. Theshareholders'
meeting also resolved that the mandate of Andrew Dickinson will not be
remunerated.
Agenda item 13: charging of the statutoryauditor with respect to the
"assurance" of the CSRD sustainability reporting
The Company's shareholders' meeting resolved, uponproposal of the Board of
Directors, and in accordance with the recommendation of the Company's Audit
Committee, and taking into account the pending transposition of the Corporate
Sustainability Reporting Directive 2022/2464/EU("
CSRD
") into Belgian Law, to (a) charge the Company's statutory auditor, being BDO
Bedrijfsrevisoren BV, with its registered office at Da Vincilaan 9/E.6, 1930
Zaventem, and registered with the Crossroads EnterpriseDatabase (RPR Brussels,
Dutch-speaking division) under the number 0431.088.289, permanently
represented by Ellen Lombaerts, for a period of one year, with the assurance
of the sustainability reporting of the Company, as referred to in the CSRD,
forthe financial year ending on 31 December 2024 in accordance with applicable
law, and (b) determine the remuneration of BDO Bedrijfsrevisoren BV for such
assurance at EUR 120,000.00 (if any, VAT exclusive). The charging of the
statutoryauditor with respect to the aforementioned assurance will expire
immediately after the annual shareholders' meeting to be held in 2025.
Extraordinary Meeting Results
Agenda item 3:approval of the issuance of one (1) new subscription right (in
the form of a warrant) for the benefit of Gilead Therapeutics and related
cancellation of the statutory preferential subscription right
The Company's shareholders' meeting resolved to approve the issuance of one
(1) new subscription right (in the form of a warrant) for thebenefit of Gilead
Therapeutics, called the `Subsequent Gilead Warrant B' (the "Warrant"), and to
cancel, in the interest of the Company, the statutory preferential
subscription right of the existing shareholders of the Company(and, insofar as
required, of the Company's existing holders of subscription rights (stock
options)) for the benefit of Gilead Therapeutics, in accordance with the
report of the Board of Directors prepared in accordance with articles
7:180,7:191 and 7:193 of the Belgian Companies and Associations Code, as
referred to in item 1 of the agenda.
In view thereof, the Company'sshareholders' meeting resolved to approve the
terms and conditions (the "Conditions") of the Warrant as set forth in Annex 1
to the report of the Board of Directors referred to in item 1 of the agenda, a
copy of which shall remainattached to the minutes reflecting the present
resolution. The main Conditions of the Warrant can, for informational
purposes, be summarized as follows:
a) Issuer of the Warrant
: The Company.
b) Term
: The Warrant has a term starting as of the date of this resolution and ending
on 11:59 p.m. on thecalendar day before the fifth anniversary of the date
of this resolution. The Warrant can be exercised at one or several occasions
as from 23 August 2024 (on 11:59 p.m.) during the entire term of the Warrant,
but not more than once per periodof three (3) months. As set out in the
Conditions, this limitation does not apply in case of material development
regarding the Company or the trading of the Company's shares, or in case of
certain (requests for) convocations ofshareholders' meetings of the Company.
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c) Issue Price
: The Warrant will be issued without any additional consideration being due by GileadTherapeutics or any of its affiliates.
d) Exercise Price
: The Exercise Price (as defined in the Conditions) of the Warrant shall, per share thatshall be
subscribed for upon an exercise of the Warrant in relation to such shares, be equal to the greater
of (i) 120% multiplied by the arithmetic mean of the daily volume weighted average trading price
of the Company's shares as traded onEuronext Brussels and Euronext Amsterdam (or such other
regulated markets on which the Company's shares will be trading at that time) on each of the
trading days during the period of 30 calendar days ending on the calendar day immediatelypreceding
the date of the Exercise Notice (as defined in the Conditions) with respect to such exercise,
and (ii) EUR 140.59. The Exercise Price is subject to adjustments set out in the Conditions.
e) Number of shares issuable upon
an exercise of the Warrant
: Subject to the Conditions, the Warrantentitles the holder thereof to subscribe, during the entire term of the Warrant,
upon each exercise of the Warrant, for a maximum number of shares that is sufficient to bring the number of shares owned
by Gilead Therapeutics, Gilead Sciences and anyof their affiliates and any other party Acting in Concert (as defined in
the Conditions) with Gilead Therapeutics, Gilead Sciences or any of their affiliates to 29.9% of the actually issued
and outstanding shares immediately after the issue of theshares that are to be issued upon the relevant exercise of the
Warrant (rounded down to the nearest whole share) (the "Warrant Limit"). The Warrant remains outstanding for the remaining
duration of its term even if exercised for a numberof shares that is equal to the then applicable Warrant Limit. For
clarity, the overall shareholding resulting from the full exercise of the Warrant shall in aggregate not exceed 29.9%.
f) Nature of the Warrant
: The Warrant will confer the right (but not the obligation) to subscribe,
upon anyexercise of the Warrant, for a number of new shares to be
issued by the Company, as aforementioned. Except as otherwise provided
for under Belgian law, the holder of the Warrant will be no shareholder
of the Company solely by virtue of holding theWarrant, and therefore
does not have the rights of a shareholder in relation to the shares
to be issued or delivered to the holder of the Warrant upon an exercise
of the Warrant until the issue or delivery of the relevant shares.
g) Form of the Warrant
: The Warrant will be in registered form.
h) No listing of the Warrant
: The Warrant shall not be listed at any time on a securities exchange,regulated market or similar securities market.
i) Allocation and subscription
: The Warrant will be allocated to Gilead Therapeutics, and can only besubscribed for by Gilead Therapeutics.
j) Underlying shares
: Each new share to be issued by the
Company upon each exercise of the Warrant
shall befully paid up and shall have the
same rights and benefits as, and rank
pari passu
in all respects including as to entitlement to dividends and other distributions,
with the existing and outstanding shares of the Company at the moment of theirissue
and will be entitled to dividends and other distributions in respect of which
the relevant record date or due date falls on or after the date of their issue.
The Company's shareholders' meeting resolved, subject to, and to the extent
of, each exercise of Warrant, to increase the Company's sharecapital and to
issue the relevant number of new shares issuable upon such exercise as
provided for in the relevant Conditions of the Warrant.
TheCompany's shareholders' meeting resolved that any issue premium that will
be booked in connection with the exercise of the Warrant and the issuance of
new shares, as applicable, shall be accounted for on the liabilities side of
theCompany's balance sheet as net equity. The account on which the issue
premium shall be booked shall, like the share capital, serve as the guarantee
for third parties and, save for the possibility of a capitalization of those
reserves, can onlybe reduced on the basis of a valid resolution of the general
shareholders' meeting passed in the manner required for an amendment to the
Company's articles of association.
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The Company's shareholders' meeting resolved to authorize the Board of
Directors to implement andexecute the resolutions passed by the shareholders'
meeting of the Company in connection with the Warrant, and to take all steps
and carry out all formalities that shall be required by virtue of the
Conditions of the Warrant, the Company'sarticles of association and applicable
law in order to issue or transfer shares upon an exercise of Warrant.
Furthermore, each of the General Counsel of the Company and the directors of
the Company (each such person, a "
Special ProxyHolder
"), acting individually and with possibility of
sub-delegation
and the power of subrogation, shall have the power, upon each exercise of the
Warrant, to proceed with the recording of(i) the capital increase and issue of
new shares resulting from such exercise, (ii) the allocation of the issue
price to the share capital and (as applicable) the issue premium in accordance
with the relevant Conditions of the Warrant,(iii) the amendment of the
Company's articles of association in order to reflect the new share capital
and number of outstanding shares following the exercise of the Warrant and the
issuance of new shares. Finally, each Special ProxyHolder, acting individually
and with possibility of
sub-delegation
and the power of subrogation, shall also have the power, upon an exercise of a
Warrant, (a) to sign and deliver, on behalf of theCompany, the relevant
Euroclear, Euronext, and bank documentation, the share register and all
necessary documents in connection with the issuance and delivery of the shares
(acquired as a result of the exercise of the Warrant) to the beneficiary
and(b) to do whatever may be necessary or useful (including but not limited to
the preparation and execution of all documents and forms) for the admission of
the shares issued upon an exercise of the Warrant to trading on the regulated
markets ofEuronext Brussels and Euronext Amsterdam (and such other regulated
markets on which the Company's shares will be trading at that time).
Agendaitem 5: renewal of the authorization to the Board of Directors to
increase the share capital within the framework of the authorized capital by
up to 20% of the share capital
The Company's shareholders' meeting resolved to renew the authorization to the
Board of Directors to increase the share capital on one or moreoccasions,
during a period of five (5) years as of the publication in the Annexes to the
Belgian State Gazette of this authorization, with an aggregate amount equal to
up to 20% of the current amount of the share capital of the Company, andthis
in accordance with the terms and conditions set forth in the report of the
Board of Directors prepared in accordance with article 7:199 of the Belgian
Companies and Associations Code, as referred to in item 4 of the agenda of the
ExtraordinaryShareholders' Meeting. Consequently, the shareholders' meeting
resolved to delete the section "Authorized Capital" of the temporary
provisions of the articles of association of the Company entirely and to
replace it with thefollowing text (whereby the amount of 20 percent of the
subscribed capital referred to below between square brackets shall be
determined on the basis of the outstanding subscribed capital at that time):
"
Authorized capital
The Board of Directorshas been granted the authority to increase the
subscribed capital of the company, in accordance with applicable law, in one
or several times, to the extent set forth hereafter. This authorization is
valid for a period of five years from the date ofpublication of this
authorization in the Annexes to the Belgian State Gazette.
Without prejudice to more restrictive rules set forth by law, theBoard of
Directors can increase the subscribed capital of the company in one or several
times with an amount of up to EUR [.], i.e. 20 percent of the subscribed
capital at the time of the convening of the shareholders' meetinggranting this
authorization. In accordance with applicable law, the Board of Directors
cannot use the aforementioned authorization after the Financial Services and
Markets Authority (FSMA) has notified the company of a public takeover bid for
thecompany's shares.
The capital increases within the framework of the authorized capital may be
achieved by the issuance of shares (below,above or at the fractional value of
the existing shares, with or without voting rights, and as the case may be in
the context of a subscription rights plan for the company's or its
subsidiaries' members of the personnel within the meaningof article 1:27 of
the Belgian Companies and Associations Code (including members of the Board of
Directors and/or independent consultants)), convertible bonds and/or
subscription rights exercisable by contributions in cash or in kind, with
orwithout issuance premium, and also by the conversion of reserves, issuance
premiums, profits carried forward or other equity components. Aforementioned
subscription rights plans can provide that, in exceptional circumstances
(among others in theevent of a change in control of the company or decease),
subscription rights can be exercised before the third anniversary of their
award, even if the beneficiary of such subscription right is a member of the
Board of Directors or a person entrustedwith the
day-to-day
management.
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When increasing the subscribed capital within the limits of the authorized
capital, the Board ofDirectors may, in the company's interest, restrict or
cancel the shareholders' statutory preferential subscription rights, even if
such restriction or cancellation is made for the benefit of one or more
specific persons other than thecompany's or its subsidiaries' members of the
personnel within the meaning of article 1:27 of the Belgian Companies and
Associations Code.
The Board of Directors can ask for an issuance premium when issuing new shares
in the framework of the authorized capital. If the Board of Directorsdecides
to do so, such issuance premium is to be booked on a
non-available
reserve account that can only be reduced or transferred by a decision of the
shareholders' meeting adopted in the manner requiredfor amending the articles
of association.
The Board of Directors is authorized to bring the company's articles of
association in line withthe capital increases which have been decided upon
within the framework of the authorized capital, or to instruct a notary public
to do so.
"
Agenda item 6: proxy for coordination
The Company'sshareholders' meeting resolved to authorize each collaborator of
notary Gauthier Clerens or notary Matthieu Derynck to draw up, sign and file
the coordinated text of the Company's articles of association in the
electronic database providedfor that purpose under the applicable laws.
Agenda item 7: authorization to the Board of Directors
The Company's shareholders' meeting resolved to grant all powers to the
Company's Board of Directors to execute the decisions taken.
Agenda item 8: proxy for the Crossroad Bank for Enterprises, counters for
enterprises, registers of the enterprise court, administrative agencies
andfiscal administrations
The Company's shareholders' meeting resolved to grant a special power of
attorney to any member of the Board ofDirectors and/or Mrs. Valeria Cnossen,
Mrs. Annelies Denecker, Mrs. Elien van Mol and Mr. Stefan Mees, who - for the
execution of this proxy - are all electing domicile at Generaal De Wittelaan
L11 A3, 2800 Mechelen,Belgium, each acting separately and each with individual
power of substitution and
sub-delegation,
to fulfill all formalities and/or sign all documents that must be fulfilled or
signed in the name of or onbehalf of the Company pursuant to or in the
framework of the foregoing, including, but not limited to, the completion of
all necessary formalities with the Crossroad Bank for Enterprises, counters
for enterprises, registers of the enterprise court,administrative agencies and
fiscal administrations with respect to the decisions taken at the present
meeting.
The information contained in this Form
6-K
is hereby incorporated by reference into the Company's Registration Statements
on Form
S-8
(File Nos.
333-204567,
333-208697,
333-211834,
333-215783,
333-218160,
333-225263,
333-231765,
333-249416,
333-260500,
333-268756,
and
333-275886).
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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.
GALAPAGOS NV
(Registrant)
Date: May 1, 2024 /s/ Annelies Denecker
Annelies Denecker
Company Secretary