ADC Therapeutics (ADCT) Proxy filing summary

Executive summary

• The annual general meeting will be held virtually on June 1, 2026, with shareholders voting on key proposals including financial statements, compensation, board elections, and capital structure amendments.

• Only shareholders of record as of April 16, 2026, are eligible to vote, with each share entitled to one vote, subject to a 15% voting rights cap per shareholder.

• Proxy materials are distributed electronically, with options for online or mail voting, and PHC Notaires serves as the independent proxy.

Voting matters and shareholder proposals

• Proposals include approval of 2025 financial statements, compensation reports, discharge of directors, appropriation of losses, board and committee elections, auditor reappointment, executive compensation, equity plan amendments, and capital structure changes.

• Board recommends voting FOR all proposals, including amendments to increase authorized shares and capital range.

• Approval thresholds: most proposals require a majority, while capital structure amendments require two-thirds approval.

Board of directors and corporate governance

• Board consists of nine members, all nominated for re-election for one-year terms.

• Board leadership is separated, with a non-independent chair and a lead independent director.

• Four committees: audit, compensation, nomination and corporate governance, and science and technology, all with independent members.

• Directors are evaluated on experience, independence, and diversity of skills; shareholders may recommend candidates.