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
For the month of May, 2024
Commission File Number: 001-39446
CureVac N.V.
(
Exact Name of Registrant as Specified in ItsCharter
)
Friedrich-Miescher-Strasse 15, 72076
Tubingen, Germany
+49 7071 9883 0
(Address of principal executive office)
Indicate by check mark whether the registrant filesor will file annual reports
under cover of Form 20-F or Form 40-F:
Form 20-F x Form 40-F ..
On May 24, 2024, CureVac N.V. (the "Company")convened the annual general
meeting of shareholders to be held on June 24, 2024 and made available to its
shareholders certain other materialsin connection with such meeting.
The information in this Form 6-K (including Exhibit99.1) shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the
"Exchange Act")or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference in any filing under the
SecuritiesAct of 1933 or the Exchange Act.
SIGNATURES
Pursuant to the requirements of the SecuritiesExchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CUREVAC N.V.
By: /s/ Alexander Zehnder
Chief Executive Officer
Date: May 24, 2024
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Convening notice including agenda and explanatory notes
99.2 Voting proxy
Exhibit 99.1
CONVENING NOTICE
This is the convening notice for the annual generalmeeting of CureVac N.V.
(the "
Company
") to be held at the offices of NautaDutilh N.V. (address: Beethovenstraat
400,1082 PR Amsterdam, the Netherlands) on June 24, 2024 at 2:00 p.m. Central
European Summer Time (the "
AGM
").
The agenda for the AGM is as follows:
1. Opening
2. Discussion of the annual report over the financial year 2023 (
discussion item
)
3. Adoption of the annual accounts over the financial year 2023 (
voting item
)
4. Explanation of the dividend and reservation policy (
discussion item
)
5. Release of managing directors from liability for the exercise of their duties during the financial year2023 (
voting item
)
6. Release of supervisory directors from liability for the exercise of their duties during the financialyear 2023 (
voting item
)
7. Appointment of Thaminda Ramanayake as member of the Company´s management board
(voting item)
8. Reappointment of Malte Greune as member of the Company's management board (
voting item
)
9. Reappointment of Jean Stephenne as member of the Company's supervisory board (
voting item
)
10. Reappointment of Mathias Hothum as member of the Company's supervisory board
(voting item)
11. Appointment of Birgit Hofmann as member of the Company's supervisory board
(voting item)
12. Reappointment of the external auditor for the financial year 2025 (
voting item
)
13. Closing
No business shall be voted on at the AGM, exceptsuch items as included in the
abovementioned agenda.
The agenda with the explanatory notes thereto,the annual report and annual
accounts for the financial year 2023, and the other meeting information are
available as of the date hereoffor inspection and can be obtained free of
charge at the office address of the Company and from the Company's website
(http://www.curevac.com).
1
The registration date for the AGM is May 27, 2024(the "
Registration Date
"). Those who are shareholders of the Company, or who otherwise have voting
rights and/or meetingrights with respect to shares in the Company's capital,
on the Registration Date and who are recorded as such in the Company's
shareholders'register and/or in the register maintained by the Company's U.S.
transfer agent (the "
Persons with Meeting Rights
") mayattend and, if relevant, vote at the AGM and exercise their voting
rights on the voting items as included in the abovementioned agenda.
Those who beneficially own shares in the Company'scapital in an account at a
bank, broker, financial institution or other financial intermediary (the "
Beneficial Owners
")on the Registration Date, must request a proxy from their bank, broker,
financial institution or other financial intermediary authorizingthe relevant
Beneficial Owner to attend and, if relevant, exercise voting rights at the AGM.
Persons with Meeting Rights and Beneficial Ownerswho wish to attend the AGM,
either in person or by proxy, must notify the Company of their identity and
intention to attend the AGM bysending notice to that effect to the Company by
e-mail (addressed to
agm2024@curevac.com
). This notice must be received by theCompany no later than Friday, June 21,
2024 at 23:59 p.m. Central European Summer Time (the "
Cut-off Time
"). Personswith Meeting Rights and Beneficial Owners who have not complied
with this requirement may be refused entry to the AGM. Beneficial Ownersmust
enclose with their attendance notice (i) proof of their beneficial ownership
of the relevant underlying shares in the Company's capitalas of the
Registration Date, such as a recent account statement, and (ii) their signed
proxy from the relevant bank, broker, financialinstitution or other financial
intermediary.
Persons with Meeting Rights and Beneficial Ownerswho have duly registered for
the AGM and who wish to have themselves represented at the AGM by a
proxyholder, may do so through the useof a written or electronically recorded
proxy. They must submit their signed proxy to the Company no later than the
Cut-off Time. A proxyform can be downloaded from the Company's website
(http://www.curevac.com). Persons with Meeting Rights and Beneficial Owners
who haveduly registered for the AGM may also submit questions in advance of
the AGM by sending an e-mail to the Company prior to the Cut-off Time(addressed
to
agm2024@curevac.com
), in which case the Company shall endeavor to respond to those questions at
the AGM to the extentpossible and allowed.
Persons with Meeting Rights, Beneficial Ownersand their respective
proxyholders who have not complied with these requirements may be refused
entry to the AGM. In addition, only thosePersons with Meeting Rights and
Beneficial Owners who have properly registered for the AGM are granted the
possibility by the Companyto follow the AGM via webcast. In order to receive
the link to stream the webcast, you will need to indicate to the Company by
e-mail(addressed to
agm2024@curevac.com
) prior to the Cut-off Time, that you would like to follow the AGM via
webcast. It will not bepossible to vote or raise any questions during the live
webcast.
2
EXPLANATORY NOTES TO THE AGENDA
These are the explanatory notes to the agendafor the annual general meeting of
CureVac N.V. (the "
Company
") to be held at the offices of NautaDutilh N.V. (address:Beethovenstraat 400,
1082 PR Amsterdam, the Netherlands) on June 24, 2024 at 2:00 p.m. Central
European Summer Time (the "
AGM
").
2. Discussion of the annual report over the financial year 2023(
discussion item
)
The Company's annual report over thefinancial year 2023 has been made
available on the Company's website (www.curevac.com) and at the Company's
office address.
3. Adoption of the annual accounts over the financial year 2023(
voting item)
The Company's annual accounts overthe financial year 2023 have been made
available on the Company's website (www.curevac.com) and at the Company's
office address. It isproposed that these annual accounts be adopted.
4. Explanation of the dividend and reservation policy (
discussionitem
)
The Company has never paid or declaredany cash dividends on its ordinary
shares, and the Company does not anticipate paying any cash dividends on its
ordinary shares in theforeseeable future. The Company's current dividend and
reservation policy is to retain all available funds and any future earnings
tofund the development and expansion of the Company's business. Under Dutch
law, the Company may only pay dividends to the extent its shareholders'equity (
eigen vermogen
) exceeds the sum of the paid-in and called-up share capital plus the reserves
required to be maintainedby Dutch law or by its articles of association and
(if it concerns a distribution of profits) after adoption of the annual
accounts bythe general meeting from which it appears that such dividend
distribution is allowed. Subject to such restrictions, any future
determinationto pay dividends will be at the discretion of the Company's
management board with the approval of the Company's supervisory board andwill
depend upon a number of factors, including the Company's results of
operations, financial condition, future prospects, contractualrestrictions,
restrictions imposed by applicable law and other factors the management board
and supervisory board deem relevant.
5. Release of managing directors from liability for the exercise of their duties during the financialyear 2023 (
voting item
)
It is proposed that the Company's managingdirectors be released from liability
for the exercise of their duties during the financial year 2023. The scope of
this release from liabilityextends to the exercise of their respective duties
insofar as these are reflected in the Company's annual report or annual
accounts overthe financial year 2023 or in other public disclosures.
3
6. Release of supervisory directors from liability for the exercise of their duties during the financialyear 2023 (
voting item
)
It is proposed that the Company's supervisorydirectors be released from
liability for the exercise of their duties during the financial year 2023. The
scope of this release from liabilityextends to the exercise of their
respective duties insofar as these are reflected in the Company's annual
report or annual accounts overthe financial year 2023 or in other public
disclosures.
7. Appointment of Thaminda Ramanayake as member of the Company's management board (
voting item
)
The Company's supervisoryboard has made a binding nomination to appoint
Thaminda Ramanayake as managing director of the Company for a period of three
(3) years,ending at the end of the annual general meeting of the Company to be
held in the year 2027.
Thaminda Ramanayake,MSc, MBA, age 48, will serve as the chief business officer
for the company. He is an industry expert in biotechnology, corporate
developmentand transactions specialist who has over a decade of working
experience. He has a strong track record in growth-companies, licensing-deals,jo
int ventures, and (cross-border) Mergers & Acquisitions.
Mr. Thaminda previouslyserved as Vice President, Global Head of Business
Development, Oncology at Sanofi, shaping the company's oncology business
strategyand lead oncology search, evaluation, and transactions teams under the
global business development organization.
Before Mr. Thamindajoined Sanofi, he led and initiated global business
development, alliance management and strategic corporate opportunities for
BioMarinPharmaceutical Inc. Earlier in his career, he served in prominent
senior positions in business development for Amgen, Grant Thornton,Ernst &
Young and Empire Valuation Consultants.
Mr. Thaminda holdsa Master of Science degree in immunology and a Master of
Business Administration in Finance from the University of Rochester. Before
heearned a Bachelor of Arts degree in cellular, molecular & systems biology.
The Company's supervisory board has considered the diversityobjectives of the
Company, such as nationality, age, gender, education and work background, in
the preparation of this proposal.
8. Reappointment of Malte Greune as member of the Company's management board (
voting item
)
The Company's supervisoryboard has made a binding nomination to reappoint
Malte Greune as managing director of the Company for a period of three (3)
years, endingat the end of the annual general meeting of the Company to be
held in the year 2027.
Malte Greune, Ph.D., age 59, has beenthe Company´s chief operating
officer since July 2021. Dr. Greune joined CureVac from Sanofi-Aventis
Deutschland GmbH, where heheld various management positions for almost ten
years. As General Manager and Vice President Cartridges, Devices & Insulin
TechnologyGroup, he was responsible for several manufacturing sites in
Frankfurt. Under his leadership, six isolator filling lines for insulins,oncolog
y drugs and biologics were set up including one for a COVID-19 vaccine. Prior
to his position as Head of Diabetes, Oncology andDevices at Sanofi, he worked
as the Senior Vice President of Animal Health Manufacturing for the Merck
Manufacturing Division, USA, wherehe led an international network of 28 sites,
including 18 integrated vaccine sites. Furthermore, he held various leadership
roles at thepharmaceutical companies Schering-Plough and Intervet
International B.V. Dr. Greune started his career at Hoechst AG in Corporate
Planning.Dr. Greune received his Ph.D. in Economics from the University of
Cologne, Germany, graduated from the University of Trier, Germany,
andcompleted a Master of Business Administration at Clark University in
Worcester, USA.
4
The Company's supervisory board hasconsidered the diversity objectives of the
Company, such as nationality, age, gender, education and work background, in
the preparationof this proposal.
9. Reappointment of Jean Stephenne as member of the Company's supervisory board (
voting item
)
The Company's supervisoryboard has made a binding nomination to reappoint Jean
Stephenne as supervisory director of the Company for a period of one (1)year,
ending at the end of the annual general meeting of the Company to be held in
the year 2025.
Mr. Stephenne,MSc, MBA, age 75, is former Chairman and President of GSK
Biologicals. He began his career with SmithKline-Rit where he became
Chairmanand Chief Executive Officer. He served as the President of Union
Wallonne des Entreprises (UWE) from 1997 to 2000. Furthermore, Jean
Stephennehas been Chairman of BESIX Group S.A./N.V. and TiGenix N.V. Currently
he serves on the Board of various life sciences companies includingBone
Therapeutics, Vaxxilon, and Bepharbel. He also heads the board of Nanocyl, a
company specialized in carbon nanotubes for batteriesand polymers.
Mr. Stephenneholds 16,758 shares in the Company's share capital.
Mr. Stephenne is being nominatedfor reappointment in view of his knowledge of
the Company and the dedication with which he has performed his duties as a
supervisory directorduring his previous term of office, his financial and
management experience in international business, his knowledge and experience
insocial and employment related matters, his understanding of corporate
responsibility and his experience in disclosure and communicationmatters.
If reappointed, Mr. Stephennewill receive compensation as a supervisory
director of the Company consistent with the compensation package approved by
the Company'sgeneral meeting held on June 24, 2021.
10. Reappointment of Mathias Hothum as member of the Company's supervisory board (
voting item
)
dievini (as definedin the articles of association of the Company) has made a
binding nomination to reappoint Mathias Hothum as supervisory director of
theCompany for a period of three (3) years, ending at the end of the annual
general meeting of the Company to be held in the year 2027.
5
Mr. Hothum, Ph.D., age 57, is managingdirector of dievini GmbH & Co. KG,
advisors in health sciences. Dievini manages the biotech investments of SAP
co-founder DietmarHopp. He received his degree in Economics from the
University of Mannheim and his doctorate from the University of Magdeburg.
For the past 20 years, he has workedas an economist in the sectors of
healthcare, health services and life sciences. Mathias specializes in pricing,
reimbursement and theevaluation of mid-sized companies, as well as of
publicly-owned/market-listed companies. He is the owner and founder of HMM
Consulting.Furthermore, he serves as a member of the boards of Apogenix GmbH,
Cytonet GmbH, Joimax GmbH, and Novaliq GmbH. He is also a supervisoryboard
member of Immatics N.V. and Heidelberg Pharma AG.
Mr. Hothum holds106,349 shares in the Company's share capital.
Mr. Hothum is being nominated for reappointmentin view of his knowledge of the
Company and the dedication with which he has performed his duties as a
supervisory director during hisprevious term of office, his financial and
management experience in international business, his knowledge and experience
in social andemployment related matters, his understanding of corporate
responsibility and his experience in disclosure and communication matters.
If reappointed, Mr. Hothum will receivecompensation as a supervisory director
of the Company consistent with the compensation package approved by the
Company's general meetingheld on June 24, 2021.
11. Appointment of Birgit Hofmann as member of the Company's supervisory board (
voting item
)
KfW (as defined in the articles ofassociation of the Company) has made a
binding nomination to appoint Birgit Hofmann as supervisory director of the
Company for a periodof three (3) years, ending at the end of the annual
general meeting of the Company to be held in the year 2027.
Ms. Hofmann, MA, age 58, is leadingthe department for "Environmental
innovations, Electromobility, Batteries" at the German Federal Ministry for
Economic Affairsand Climate Action. Her tasks include the support of the
establishment of new technologies for the decarbonization and the
digitizationof key industrial sectors in Germany and in Europe. She headed
several task-forces for the establishment and scaling of new firms, aswell as
for structural change and turnaround strategies. These involved responsibility
for National and European Platforms of Action andDialog between the public,
the administration and enterprises to create newly decarbonized and digitized
industries.
Among other roles she was engaged inthe department for European Aspects of
Industrial Policy and at the permanent representation of Germany at the OECD,
Paris, prior to hercurrent leadership. For the past 28 years she was involved
in important public functions to foster innovations, new technologies,
foundingcompanies and strengthen economic conditions.
She holds a Master of Economics fromthe University of Constance and was a
visiting fellow of the department of economics at Harvard University,
Cambridge, USA.
6
Ms. Hofmann does not hold any sharesin the Company's share capital.
Ms. Hofmann is being nominated forappointment in view of her dedication with
which she has performed her duties, her financial and management experience in
administrativeand economic matters, her knowledge and experience in European
and national regulatory framework conditions, social and employment
relatedmatters, her understanding of corporate responsibility and her
experience in disclosure and communication matters.
If appointed, Mrs. Birgit Hofmann willreceive compensation as a supervisory
director of the Company consistent with the compensation package approved by
the Company's generalmeeting held on June 24, 2021.
12. Reappointment of the external auditor for the financial year2025 (
voting item
)
It is proposed that KPMG N.V. willbe reappointed and instructed to audit the
Company's statutory annual report and annual accounts and, to the extent
relevant, the Company'ssustainability reporting for the financial year 2025.
7
Exhibit 99.2
CUREVAC N.V. FRIEDRICH-MIESCHER-STRASSE 15 TUEBINGEN72076 GERMANY SCAN TO VIEW
MATERIALS & VOTE VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode
above Use the Internet to transmityour voting instructions and for electronic
delivery of information. Vote by 23:59 p.m. CEST on 21 June 2024. Have your
proxy card inhand when you access the web site and follow the instructions to
obtain your records and to create an electronic voting instruction
form.ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce
the costs incurred by our company in mailing proxy materials,you can consent
to receiving all future proxy statements, proxy cards and annual reports
electronically via e-mail or the Internet. Tosign up for electronic delivery,
please follow the instructions above to vote using the Internet and, when
prompted, indicate that youagree to receive or access proxy materials
electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any
touch-tone telephoneto transmit your voting instructions. Vote by 23:59 p.m.
CEST on 21 June 2024. Have the proxy card mailed to you in hand when you
calland then follow the instructions. VOTE BY MAIL Mark, sign and date your
proxy card and return it in the postage-paid envelope we haveprovided or
return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY
11717, by 23:59 p.m. CEST on 21 June 2024. VOTEBY EMAIL Mark, sign and date
your proxy card and return it via email to agm2024@curevac.com by 23:59 p.m.
CEST on 21 June 2024. TO VOTE,MARK BLOCKS BELOW IN BLUE OR BLACK INK AS
FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS V52100-P14297 DETACH AND RETURN
THIS PORTION ONLYTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. CUREVAC
N.V. The Board of Directors recommends you vote FOR proposals 1 through9. For
Against Abstain 1. Adoption of the annual accounts over the financial year
2023 2. Release of managing directors from liabilityfor the exercise of their
duties during the financial year 2023 3. Release of supervisory directors from
liability for the exercise oftheir duties during the financial year 2023 4.
Appointment of Thaminda Ramanayake as member of the Company's management board
5. Reappointmentof Malte Greune as member of the Company's management board 6.
Reappointment of Jean Stephenne as member of the Company's supervisoryboard 7.
Reappointment of Mathias Hothum as member of the Company's supervisory board
8. Appointment of Birgit Hofmann as member of theCompany's supervisory board
9. Reappointment of the external auditor for the financial year 2025 Please
sign exactly as your name(s)appear(s) hereon. When signing as attorney,
executor, administrator, or other fiduciary, please give full title as such.
Joint ownersshould each sign personally. All holders must sign. If a
corporation or partnership, please sign in full corporate or partnership
nameby authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature
(Joint Owners) Date
Important Notice Regarding the Availability of ProxyMaterials for the Annual
General Meeting: The Notice of Meeting is available at www.proxyvote.com
V52101-P14297 CUREVAC N.V. Annual GeneralMeeting of Shareholders 24 June 2024
This proxy is solicited by the Board of Directors The undersigned hereby
registers for the annualgeneral meeting of shareholders of CureVac N.V. to be
held on 24 June 2024 at 2:00 p.m. Central European Summer Time (the "AGM")
and,for purposes of being represented at the AGM, grants a power of attorney
to each civil law notary and candidate civil law notary workingwith
NautaDutilh N.V. (each, a "Proxyholder") to represent and to vote, as
designated on the reverse side of this ballot, all of thecommon shares of
CureVac N.V. that the undersigned is entitled to vote at the AGM, and to
exercise any other right of the undersignedwhich the undersigned would be
allowed to exercise at the AGM. This power of attorney is granted with full
power of substitution. Therelationship between the undersigned and each
Proxyholder is governed exclusively by the laws of the Netherlands. The AGM
will be heldat the offices of NautaDutilh N.V. (address: Beethovenstraat 400,
1082 PR Amsterdam, the Netherlands). This proxy, when properly executed,will
be voted in the manner directed herein. If no such direction is made, this
proxy will be voted in accordance with the Board of Directors'recommendations.
Continued and to be signed on reverse side
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