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
Date of Report (Date of earliest event reported): July 26, 2017
NovoCure Limited
(Exact name of registrant as specified in its charter)
Jersey |
001-37565 |
98-1057807 |
(State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
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Le Masurier House La Rue Le Masurier St. Helier, Jersey JE2 4YE (Address of Principal Executive Offices) |
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Registrant’s telephone number, including area code: +44 (0)15 3475 6700 |
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N/A
(Former name or former address, if changed since last report.)
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 (see General Instruction A.2. to Form 8-K):
[ ] 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))
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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Adoption of Incentive Compensation Recoupment Policy
On July 26, 2017, the Board of Directors (the “Board”) of NovoCure Limited (the “Company”) adopted a Policy on Recoupment of Incentive Compensation (the “Policy”). The Policy applies to all executive officers (as designated by the Board) and any individual who served as an executive officer of the Company in the three year period prior to the date of the event that triggered the Policy (each, an “Executive”). The Policy permits the Board to recover from an Executive any annual or long-term incentive compensation payment or award made or granted to the Executive during the three year period preceding the filing of Company financial statements that were restated due to the Company’s material noncompliance with any financial reporting requirement under the securities laws (a “Restatement”) if (1) the payment or award was predicated upon achieving certain financial results that were subsequently the subject of the Restatement; (2) the Board determines that the Executive engaged in intentional misconduct that significantly contributed to the need for the Restatement; and (3) a lower payment or award would have been made to the Executive based upon the restated financial results. In addition, the Board may require the return of certain profits realized by an Executive on the sale of Company securities if the Board determines that the Executive engaged in intentional misconduct that significantly contributed to the need for the Restatement.
The foregoing description of the Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Policy which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01Financial Statements and Exhibits
(d)Exhibits
Exhibit No. |
Description |
99.1 |
NovoCure Limited Policy on Recoupment of Incentive Compensation |
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.
NovoCure Limited
(Registrant)
Date: August 1, 2017
By: /s/ Wilhelmus Groenhuysen
Name: Wilhelmus Groenhuysen
Title: Chief Financial Officer
Exhibit No. |
Description |
99.1 |
NovoCure Limited Policy on Recoupment of Incentive Compensation |
Exhibit 99.1
NOVOCURE LIMITED
POLICY ON RECOUPMENT
OF INCENTIVE COMPENSATION
EFFECTIVE AS OF JULY 26, 2017
The Board of Directors (the “Board”) of NovoCure Limited (the “Company”) shall, to the extent legally permitted, require the return, repayment or forfeiture of any annual or long-term incentive compensation payment or award made or granted to any current or former Executive Officer during the 3-year period preceding the filing with the Securities and Exchange Commission (the “SEC”) of Company financial statements that were restated due to the material noncompliance of the Company with any financial reporting requirement under the securities laws (a “Restatement”) if:
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(1) |
the payment or award was predicated upon achieving certain financial results that were subsequently the subject of the Restatement; |
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(2) |
the Board determines that the Executive Officer engaged in intentional misconduct (including having actual knowledge of intentional misconduct on the part of any other employee of the Company) that significantly contributed to the need for the Restatement; and |
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(3) |
a lower payment or award would have been made to the Executive Officer based upon the restated financial results. |
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In each such instance, the amount required to be returned, repaid or forfeited shall be the amount by which the Executive Officer’s payment or award for the relevant period exceeded the lower payment or award that would have been made or granted based on the restated financial results.
In addition, the Board may in its discretion and to the extent legally permitted, require the return or repayment of any profits realized by such Executive Officer on the sale of Company securities during such 3-year period preceding the filing with the SEC of restated Company financial statements, if the Board determines that the Executive Officer engaged in intentional misconduct that significantly contributed to the need for the Restatement.
For purposes of this Policy, the term “Executive Officer” means those persons designated by resolution of the Board of Directors as executive officers.
The Compensation Committee of the Board (the “Committee”) shall have oversight of this policy and recommend determinations to the Board for its final review and approval. All determinations made, reviewed and/or approved by the Board shall be final and binding. Notwithstanding the foregoing, the Committee or Board may amend or change the terms of this Policy at any time for any reason, including as required to comply with the rules of the SEC and the NASDAQ Stock Market implementing Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Further, the exercise by the Committee of any rights pursuant to this Policy shall be without prejudice to any other rights that the Company or the Committee may have with respect to any Executive Officer subject to this Policy.