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 amendments to the articles of association.

• Only shareholders of record as of April 16, 2026, are eligible to vote, with voting available online or by mail.

• Proxy materials are distributed electronically, with paper copies available upon request.

Voting matters and shareholder proposals

• Shareholders will vote on approving 2025 financial statements, compensation reports, discharge of directors, appropriation of losses, board and committee elections, auditor reappointment, executive and board compensation, equity plan amendments, and capital structure changes.

• Board recommends voting FOR all proposals, including amendments to increase share capital and equity incentive plan shares.

• Most proposals require a majority vote; amendments to articles of association require a two-thirds majority.

Board of directors and corporate governance

• The board consists of nine members, with Ron Squarer as chair and Peter Hug as lead independent director.

• All directors are nominated for re-election for one-year terms.

• Four board committees: audit, compensation, nomination and corporate governance, and science and technology.

• Board leadership structure separates CEO and chair roles, with a lead independent director if the chair is not independent.

• Director independence is assessed per NYSE standards.