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EX-3.1 - EX-3.1 - DBV Technologies S.A.d187219dex31.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

May 19, 2021

Date of Report (Date of earliest event reported)

 

 

DBV Technologies S.A.

(Exact name of registrant as specified in its charter)

 

 

 

France   001-36697   Not applicable

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

177-181 avenue Pierre Brossolette
92120 Montrouge France
  Not Applicable
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: +33 1 55 42 78 78

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:    

 

Title of each class

  

Trading Symbol(s)

  

Name of each exchange on which registered

Ordinary shares, nominal value €0.10 per share    n/a    The Nasdaq Stock Market LLC*
American Depositary Shares, each representing one- half of one ordinary share, nominal value €0.10 per share    DBVT    The Nasdaq Stock Market LLC

 

*

Not for trading, but only in connection with the listing of the American Depositary Shares on The Nasdaq Stock Market LLC.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).     

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 19, 2021, the shareholders of DBV Technologies S.A. (the “Company”) amended the Company’s bylaws (statuts), effective immediately.

Article 13 of the bylaws has been amended to set the age limit for the Chairman of the Board of Directors at 75 years of age.

The foregoing description is qualified in its entirety by reference to the full text of the bylaws, the English translation of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

Item 5.07    Submission

of Matters to a Vote of Security Holders.    

On May 19, 2021, the Company held its Annual Combined Meeting of Shareholders (“Annual General Meeting”) in closed session. At the Annual General Meeting, the Company’s shareholders voted on the thirty-eight proposals set forth below. The voting results with respect to each matter voted upon at the Annual General Meeting are set forth below. A more detailed description of each proposal is set forth in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 26, 2021.

Within the authority of the Ordinary Shareholders’ Meeting:

 

  1.

The resolution approving the annual financial statements for the year ended on December 31, 2020 was approved, based on the following votes:

 

Voted For

  Voted Against   Vote Withheld
27,950,964   118,657   25,284

 

  2.

The resolution approving the consolidated financial statements for the year ended on December 31, 2020 was approved, based on the following votes:

 

Voted For

  Voted Against   Vote Withheld
27,949,969   119,632   25,304

 

  3.

The resolution allocating income for the year ended on December 31, 2020 was approved, based on the following votes:

 

Voted For

  Voted Against   Vote Withheld
28,025,202   44,068   25,635

 

  4.

The resolution allocating the accumulated deficit to the “Additional paid-in capital” was approved, based on the following votes:

 

Voted For

  Voted Against   Vote Withheld
27,997,066   60,437   37,402

 

  5.

The resolution regarding the statutory auditors’ special report on regulated agreements and acknowledgement of the absence of new regulated agreements was approved, based on the following votes:

 

Voted For

  Voted Against   Vote Withheld
27,967,662   100,639   26,604

 

  6.

The resolution renewing the term of office of Julie O’Neill as director was approved, based on the following votes:

 

Voted For

  Voted Against   Vote Withheld
27,637,166   426,759   30,980

 

  7.

The resolution renewing the term of office of Viviane Monges as director was approved, based on the following votes:

 

Voted For

  Voted Against   Vote Withheld
27,889,134   174,791   30,980


  8.

The resolution appointing Ms. Adora Ndu to replace Mr. Torbjörn Bjerke as director was approved, based on the following votes:

 

Voted For

  Voted Against   Vote Withheld
28,000,172   63,425   31,308

 

  9.

The resolution appointing Mr. Ravi Rao as director was approved, based on the following votes:

 

Voted For

  Voted Against   Vote Withheld
28,000,237   63,858   30,810

 

  10.

The resolution ratifying the provisional appointment of Timothy E. Morris as director was approved, based on the following votes:

 

Voted For

  Voted Against   Vote Withheld
28,004,885   64,075   25,945

 

  11.

The resolution determining the annual fixed sum to be allocated to the members of the Board of Directors was approved, based on the following votes:

 

Voted For

  Voted Against   Vote Withheld
27,913,118   128,859   52,928

 

  12.

The resolution approving the compensation policy for the Chairman of the Board of Directors and for the Board members was approved, based on the following votes:

 

Voted For

  Voted Against   Vote Withheld
27,883,708   172,692   38,505

 

  13.

The resolution approving the compensation policy for the Chief Executive Officer and/or any other executive corporate officer was approved, based on the following votes:

 

Voted For

  Voted Against   Vote Withheld
26,269,311   1,795,502   30,092

 

  14.

The resolution approving, on an advisory basis, the compensation of named executive officers other than the Chief Executive Officer was approved, based on the following votes:

 

Voted For

  Voted Against   Vote Withheld
27,885,791   175,095   34,019

 

  15.

The resolution approving, on an advisory basis, the opportunity to consult shareholders each year on the compensation paid by the Company to named executive officers other than the Chief Executive Officer was approved, based on the following votes:

 

Voted For

  Voted Against   Vote Withheld
28,033,975   48,273   12,657

In accordance with the voting results for this proposal and the recommendation of the Company’s board of directors, the Company will hold future advisory votes on the compensation of the Company’s named executive officers every year. The next required advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers will take place no later than at the Company’s 2027 annual combined general meeting of shareholders.

 


  16.

The resolution approving, on an advisory basis, the opportunity to consult shareholders every two years on the compensation paid by the Company to named executive officers other than the Chief Executive Officer was not approved, based on the following votes:

 

Voted For

  Voted Against   Vote Withheld
1,493,946   26,588,122   12,837

 

  17.

The resolution approving, on an advisory basis, the opportunity to consult shareholders every three years on the compensation paid by the Company to named executive officers other than the Chief Executive Officer was not approved, based on the following votes:

 

Voted For

  Voted Against   Vote Withheld
1,486,564   26,595,354   12,987

 

  18.

The resolution approving the information set out in section I of Article L.22-10-9 of the French Commercial Code was approved, based on the following votes:

 

Voted For

  Voted Against   Vote Withheld
27,934,694   128,896   31,315

 

  19.

The resolution approving the fixed, variable and non-recurring components of overall compensation and benefits of all types paid or assigned during the year ended December 31, 2020 to Michel de Rosen, Chairman of the Board of Directors, was approved, based on the following votes:

 

Voted For

  Voted Against   Vote Withheld
27,944,348   116,529   34,028

 

  20.

The resolution approving the fixed, variable and non-recurring components of overall compensation and benefits of all types paid or assigned during the year ended December 31, 2020 to Daniel Tassé, Chief Executive Officer was approved, based on the following votes:

 

Voted For

  Voted Against   Vote Withheld
26,266,148   1,798,476   30,281

 

  21.

The resolution approving the fixed, variable and non-recurring components of overall compensation and benefits of all types paid or assigned during the year ended December 31, 2020 to Marie-Catherine Théréné, Deputy Chief Executive Officer until September 17, 2020 was approved, based on the following votes:

 

Voted For

  Voted Against   Vote Withheld
27,868,818   192,888   33,199

 

  22.

The resolution authorizing the Board of Directors to buy back company shares on the Company’s behalf pursuant to Article L. 22-10-62 of the French Commercial Code, length of authorization, purpose, terms, and maximum amount, suspension during a public offering period was approved, based on the following votes:

 

Voted For

  Voted Against   Vote Withheld
27,970,926   82,559   41,420


Within the authority of the Extraordinary Shareholders’ Meeting:

 

  23.

The resolution authorizing the Board of Directors for the Company to cancel the shares bought back pursuant to Article L. 22-10-62 of the French Commercial Code, length of authorization, maximum amount, suspension during a public offering period was approved, based on the following votes:

 

Voted For

  Voted Against   Vote Withheld
27,932,239   145,874   16,792

 

  24.

The resolution delegating powers to the Board of Directors to issue ordinary shares, giving, as necessary, access to ordinary shares or to the allocation of debt securities (of the Company or of a Group company) and/or securities giving access to ordinary shares (of the Company or of a Group company) with pre-emptive rights, suspension during a public offering period was approved, based on the following votes:

 

Voted For

  Voted Against   Vote Withheld
27,956,681   123,454   14,770

 

  25.

The resolution delegating powers to be granted to the Board of Directors to issue ordinary shares giving access, as the case may be, to ordinary shares or to the allocation of debt securities (of the Company or a Group company), and/or securities giving access to ordinary shares (of the Company or a Group company), without pre-emptive rights, by means of a public offer (excluding the offers set out in section 1 of Article L.411-2 of the French Monetary and Financial Code), and/or as consideration for securities in the context of a public exchange offer, suspension during a public offering period was approved, based on the following votes:

 

Voted For

  Voted Against   Vote Withheld
27,167,500   909,864   17,541

 

  26.

The resolution delegating powers to be granted to the Board of Directors to issue ordinary shares giving access, as the case may be, to ordinary shares or to the allocation of debt securities (of the Company or a group company), and/or securities giving access to ordinary shares (of the Company or a group company), without pre-emptive rights, by means of a public offer referred to in paragraph 1 of Article L.411-2 of the French Monetary and Financial Code, suspension during a public offering period was approved, based on the following votes:

 

Voted For

  Voted Against   Vote Withheld
26,707,115   1,370,219   17,571

 

  27.

The resolution providing authorization, in the event of an issue without pre-emptive rights, to set the issue price according to the terms set by the General Meeting, within a limit of 10% of the capital per year was approved, based on the following votes:

 

Voted For

  Voted Against   Vote Withheld
27,343,545   735,666   15,694

 

  28.

The resolution delegating powers to be granted to the Board of Directors to issue ordinary shares, giving, if applicable, access to ordinary shares or the allocation of debt securities (of the Company or a group company) and/or securities giving access to ordinary shares (of the Company or a group company), with pre-emptive subscription rights waived in favor of categories of persons with certain characteristics, suspension during a public offering period was approved, based on the following votes:

 

Voted For

  Voted Against   Vote Withheld
26,682,858   1,394,253   17,794


  29.

The resolution providing authorization to increase the total amount of issues was approved, based on the following votes:

 

Voted For

  Voted Against   Vote Withheld
27,383,510   694,328   17,067

 

  30.

The resolution delegating powers to be granted to the Board of Directors for the purpose of deciding on any merger-absorption, demerger, or partial contribution of assets was approved, based on the following votes:

 

Voted For

  Voted Against   Vote Withheld
26,290,565   1,789,403   14,937

 

  31.

The resolution delegating powers to be granted to the Board of Directors to issue ordinary shares giving access to ordinary shares or to the allocation of debt securities (of the Company or of a Group company), and/or securities giving access to ordinary shares (of the Company or of a Group company), in the context of a merger, demerger or partial contribution of assets decided by the Board of Directors pursuant to the delegation referred to in the thirtieth resolution, suspension during a public offering period was approved, based on the following votes:

 

Voted For

  Voted Against   Vote Withheld
26,288,445   1,790,694   15,766

 

  32.

The resolution setting an overall limit on the maximum authorized amounts set under the 25th, 26th, 28th and 31st resolutions of this Meeting and the 28th resolution of the General Meeting of April 20, 2020 was approved, based on the following votes:

 

Voted For

  Voted Against   Vote Withheld
27,083,426   995,304   16,175

 

  33.

The resolution delegating powers to the Board of Directors to issue stock warrants (BSA), subscription and/or acquisition of new and/or existing stock warrants (BSAANE) and/or subscription and/or acquisition of new and/or existing redeemable stock warrants (BSAAR) with cancellation of preferential subscription rights, reserved for a category of persons, suspension during a public offering period was approved, based on the following votes:

 

Voted For

  Voted Against   Vote Withheld
26,280,954   1,799,207   14,744

 

  34.

The resolution delegating powers to be granted to the Board of Directors to increase the share capital by means of the issue of ordinary shares and/or securities giving access to capital, with pre-emptive subscription rights waived in favor of members of a company savings plan pursuant to Articles L.3332-18 et seq. of the French Labor Code was approved, based on the following votes:

 

Voted For

  Voted Against   Vote Withheld
27,963,554   116,886   14,465

 

  35.

The resolution providing authorization to be granted to the Board of Directors to allocate free existing and/or future shares to members of staff and/or certain corporate officers of the Company or related companies or economic interest groups, with shareholders waiving their pre-emptive rights, length of authorization, maximum amount, duration of vesting periods specifically in respect of disability and, if applicable, holding periods was approved, based on the following votes:

 

Voted For

  Voted Against   Vote Withheld
26,294,717   1,788,797   11,391


  36.

The resolution providing authorization to be granted to the Board of Directors to grant share subscription and/or purchase options (stock options) to members of staff and/or certain corporate officers of the company or related companies or economic interest groups, with shareholders waiving their pre-emptive rights, length of authorization, maximum amount, strike price, maximum term of the option was approved, based on the following votes:

 

Voted For

  Voted Against   Vote Withheld
26,307,709   1,776,175   11,021

 

  37.

The resolution amending Article 13 of the by-laws in order to set the age limit for the Chairman of the Board of Directors at 75 years of age was approved, based on the following votes:

 

Voted For

  Voted Against   Vote Withheld
27,973,264   109,641   12,000

 

  38.

The resolution regarding powers to complete formalities was approved, based on the following votes:

 

Voted For

  Voted Against   Vote Withheld
28,011,909   71,200   11,796

 

Item 8.01

Other Events.

At a meeting of the Board of Directors of the Company held following the Annual General Meeting, the Board of Directors reconstituted its committees. Current committee membership is as set forth below:

 

   

Audit Committee: Viviane Monges (Chair), Timothy Morris, Adora Ndu

 

   

Compensation Committee: Michel de Rosen (Chair), Maïlys Ferrère, Daniel Soland

 

   

Nominating and Corporate Governance Committee: Michael J. Goller (Chair), Maïlys Ferrère, Michel de Rosen, Ravi Rao

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.

  

Description

3.1    Amended and Restated By-laws (statuts) of DBV Technologies S.A. (English Translation)


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 hereunto duly authorized.

 

Date: May 24, 2021     DBV TECHNOLOGIES S.A.
    By:   /s/ Sébastien Robitaille
    Name: Sébastien Robitaille
    Title: Chief Financial Officer