EX-99.1 2 d854198dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

13 June 2024

PureTech Health plc

Results of Annual General Meeting

The Annual General Meeting of PureTech Health plc (Nasdaq: PRTC, LSE: PRTC) (“PureTech Health” or the “Company”) was held at 11 a.m. EDT/4 p.m. BST on Thursday, June 13, 2024.

All of the resolutions proposed at the Annual General Meeting were duly passed by the shareholders on a poll. The results of the poll, incorporating the proxy votes lodged in advance of the meeting, are set out below.

 

Resolutions

    For      %     Against      %     Withheld      Total votes cast  

001. To approve the Company’s Annual Report and Accounts for year ended 31 December 2023

      180,831,234        100.00 %      3,581        0.00 %      90,476        180,834,815  

002. To approve the Directors’ Remuneration Report

      72,296,583        55.95 %      56,922,574        44.05 %      51,706,134        129,219,157  

003. To approve the Directors’ Remuneration Policy

      83,722,702        64.46 %      46,157,643        35.54 %      51,044,946        129,880,345  

004. To approve amendments to the rules of the PureTech Health plc Performance Share Plan 2023

      91,600,947        70.74 %      37,887,028        29.26 %      51,437,316        129,487,975  

005. To elect Ms. Sharon Barber-Lui as a director

      180,223,191        99.99 %      13,818        0.01 %      688,282        180,237,009  

006. To elect Dr. Bharatt Chowrira as a director

      180,903,972        99.99 %      14,250        0.01 %      7,069        180,918,222  

007. To elect Dr. Raju Kucherlapati as a director

      168,304,704        93.03 %      12,613,517        6.97 %      7,070        180,918,221  

008. To elect Dr. John LaMattina as a director

      97,660,582        74.71 %      33,063,035        25.29 %      50,201,674        130,723,617  

009. To elect Dr. Robert Langer as a director

      178,992,250        98.94 %      1,925,771        1.06 %      7,270        180,918,021  

010. To elect Ms. Kiran Mazumdar-Shaw as a director

      171,626,767        94.91 %      9,206,455        5.09 %      92,069        180,833,222  

011. To reappoint PricewaterhouseCoopers LLP as Auditors of the Company

      180,817,973        99.95 %      95,238        0.05 %      12,080        180,913,211  

012. To authorize the Audit Committee to determine the Auditors’ remuneration

      180,898,936        99.99 %      20,477        0.01 %      5,878        180,919,413  

013. To authorize the allotment of shares

      168,771,484        97.85 %      3,707,621        2.15 %      8,446,186        172,479,105  

014. To disapply pre-emption rights

      167,217,234        96.95 %      5,261,591        3.05 %      8,446,466        172,478,825  

015. To further disapply pre-emption rights for acquisitions and specified capital investments.

      165,299,824        95.84 %      7,179,001        4.16 %      8,446,466        172,478,825  

016. To authorize market purchase of own shares

      180,789,891        99.93 %      129,498        0.07 %      5,902        180,919,389  

017. To authorize general meetings to be called on not less than 14 clear days’ notice

      180,302,971        99.77 %      422,112        0.23 %      200,208        180,725,083  

While the Board is pleased that all resolutions were supported by the required majorities, we note that more than 20% of votes were cast against Resolutions 2, 3, 4 and 8. Over the past year, the Board has actively engaged with shareholders regarding its approach to director remuneration, resulting in adjustments to the proposed Remuneration Policy. Looking ahead, the Board will continue to engage with shareholders to further understand their perspectives and the reasons behind their opposition to certain proposals. In accordance with the UK Corporate Governance Code, we will provide an update on our engagement efforts within the next six months.

Notes:

 

  (1)

A vote “Withheld” is not a vote in law and is not counted in the calculation of the votes “For” or “Against” a resolution.

 

  (2)

As at June 13, 2024 the number of issued shares in the Company was 270,859,250 ordinary shares, which was the total number of shares entitling the holders to attend and vote for or against all the resolutions at the AGM. In accordance with the Company’s Articles of Association, on a poll every member present in person or by proxy has one vote for every share held.

 

  (3)

The full text of the resolutions may be found in the Notice of the Annual General Meeting, copies of which are available on both the Company’s website https://investors.puretechhealth.com/financials-filings/reports and on the National Storage Mechanism.

About PureTech Health

PureTech is a clinical-stage biotherapeutics company dedicated to giving life to new classes of medicine to change the lives of patients with devastating diseases. The Company has created a broad and deep pipeline through its experienced research and development team and its extensive network of scientists, clinicians and industry leaders that is being advanced both internally and through its Founded Entities. PureTech’s R&D engine has resulted in the development of 29 therapeutics and therapeutic candidates, including two that have received both U.S. FDA clearance and European marketing authorization and a third (KarXT) that has been filed for FDA approval. A number of these programs are being advanced by PureTech or its Founded Entities in various indications and stages of clinical development, including registration enabling studies. All of the underlying programs and platforms that resulted in this pipeline of therapeutic candidates were initially identified or discovered and then advanced by the PureTech team through key validation points.

For more information, visit www.puretechhealth.com or connect with us on X (formerly Twitter) @puretechh.

Cautionary Note Regarding Forward-Looking Statements

This press release contains statement that are or may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements that relate to our expectations around our therapeutic candidates and approach towards addressing major diseases, our future prospects, developments, and strategies, and statements regarding the intent, belief or current expectations regarding the Tender Offer. The forward-looking statements are based on current expectations and are subject to known and unknown risks, uncertainties and other important factors that could cause actual results, performance and achievements to differ materially from current expectations, including, but not limited to, those risks, uncertainties and other important factors described under the caption “Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2023 filed with the SEC and in our other regulatory filings. These forward-looking statements are based on assumptions regarding the present and future business strategies of the Company and the environment in which it will operate in the future. Each forward-looking statement speaks only as at the date of this press release. Except as required by law and regulatory requirements, we disclaim any obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.

Contact:

PureTech

Investor Relations

IR@puretechhealth.com