🧾 What This Document Is

This is a preliminary proxy statement (PRE 14A) for ADC Therapeutics. Think of it as an invitation and information packet for the company's most important annual event: the 2026 Annual General Meeting of Shareholders. It outlines everything shareholders need to know to vote on key company decisions.

👉 Why it matters: As a shareholder, your vote influences the company's direction, leadership, and how executives are paid. This document tells you what's on the ballot and why the board recommends voting a certain way.

🏢 What The Company Does

ADC Therapeutics is a commercial-stage biotechnology company specializing in antibody-drug conjugates (ADCs) for treating cancer.

👉 In simple terms: They create highly targeted cancer therapies. Imagine a "smart missile" that attaches to a cancer cell and delivers a potent drug directly inside, minimizing damage to healthy cells. Their lead products are in the oncology space.

📅 Key Meeting Logistics:

Date & Time: June 1, 2026, at 9:00 AM EDT (3:00 PM CEST).
Format: 100% virtual meeting at www.gvmanager-live.ch/adc.
Record Date: You must have been a shareholder by April 16, 2026, to vote.

📋 The 12 Proposals to Vote On

The board wants you to vote FOR everything. Here’s a simplified breakdown:

Approve 2025 Financials & Auditors' Report: Routine acceptance of last year's numbers.
Approve 2025 Compensation Report (Advisory): An advisory vote on the pay report.
Discharge Board & Management from Liability: Standard release from liability for 2025 actions.
Carry Forward 2025 Loss: Instead of paying dividends, they will roll the loss forward.
Re-elect Board Directors: Voting on specific nominees to join/stay on the board.
Re-elect Compensation Committee Members: Renewing the members of the pay-setting committee.
Re-elect Independent Proxy: Renewing PHC Notaires as the Swiss voting representative.
Re-elect PwC as Auditors: Keeping the same accounting firm.
Approve Board & Executive Pay (Binding): Mandatory vote on director and top executive compensation under Swiss law.
Approve Executive Pay (Advisory): A U.S.-style "say-on-pay" vote for named executives.
Increase Shares in 2019 Equity Plan: Expanding the pool of stock reserved for employee awards.
Increase Capital Range (Major Vote): Requires a two-thirds majority. Amends the company's legal charter to increase its authorized share capital, providing flexibility for future financing or acquisitions.

👥 Who's Running the Company? (Governance)

The document provides deep detail on the leadership.

Executive Team: Led by CEO Ameet Mallik (since May 2022), CFO Jose Carmona, and Chief Medical Officer Dr. Mohamed Zaki.
Board of Directors: Chaired by Ron Squarer, with Peter Hug as Lead Independent Director. The board has several committees (Audit, Compensation, Nomination, Science & Tech) filled with directors from biopharma and finance backgrounds.
Key Governance Point: The board believes its current structure (separate Chair and CEO roles) is best for oversight. All board members except the CEO and Chair are deemed independent.

💼 Executive Compensation Deep Dive

The filing details the "pay-for-performance" philosophy for the top executives (Named Executive Officers or NEOs).

Philosophy: Pay should be competitive, variable based on performance, and align executives with shareholders.
Components:
- Base Salary: Market-based.
- Annual Cash Bonus: Tied to meeting yearly corporate objectives.
- Long-Term Equity (Stock Awards): Mix of stock options and restricted stock units vesting over multiple years to encourage long-term focus.
"What We Do/Don't Do": They highlight best practices like using an independent consultant, having a clawback policy, and not offering single-trigger change-of-control payouts or tax gross-ups.
Shareholder Feedback: Last year's "say-on-pay" vote received 87.9% support, which the compensation committee took as approval.

🚀 Why This Meeting Is Important

Beyond routine items, Proposals 11 and 12 are significant strategic moves.

Proposal 11 (Equity Plan Increase): Signals the need to attract and retain talent in the competitive biotech industry by offering more stock-based compensation.
Proposal 12 (Capital Increase): This is the most consequential proposal. Amending the capital range gives the board crucial financial flexibility. It doesn't mean they will issue shares immediately, but it prepares the company for potential future actions like:
- Raising money to fund clinical trials or commercialization.
- Using stock as currency for acquiring another company or technology.

👉 Why it matters: These proposals are about ensuring the company has the tools (people and financial firepower) to execute its long-term strategy in the high-stakes world of biotech.

⚖️ The Big Picture: Strengths & Risks

👍 Strengths:

Experienced Leadership & Board: Heavy on oncology and commercialization expertise from companies like Novartis, Pfizer, and Roche.
Clear Governance Structure: Well-defined committees and independence standards.
Shareholder-Aligned Pay Practices: Compensation design is modern and focused on performance.

⚠️ Risks & Considerations:

Capital Increase Dilution: If Proposal 12 passes and shares are eventually issued, it could dilute existing shareholders' ownership percentage.
Biotech Volatility: The company's success is tied to clinical trial outcomes, regulatory approvals, and competition—factors not detailed in this governance-focused filing.
Execution Risk: The leadership must deliver on its strategy, especially as a commercial-stage company.

🔮 What's Next?

Vote: Shareholders must cast their votes before the meeting deadline.
Annual Meeting: The virtual meeting on June 1, 2026, will feature the votes and likely a business update from management.
Results: Final vote outcomes will be filed in an 8-K report with the SEC shortly after the meeting.

🧠 The Analogy

This entire process is like a corporate town hall meeting. The management (the town council) is presenting a report card (the financials), proposing the town's budget for future projects (the capital increase), asking to rehire the town manager and key officials (director elections), and explaining how much they get paid (compensation). As a resident (shareholder), your vote determines whether these proposals go forward.

🧩 Final Takeaway

This proxy is about maintaining governance and securing future flexibility. The most important items are the routine renewal of leadership and auditors, and the critical vote to increase the company's capital structure. Approving Proposal 12 is essentially giving the board a "blank check" to be prepared for significant financial or strategic moves down the road.

ADCT Proposes Capital Range Increase for Future Flexibility