ADCT 8-K filed 2026 · insiderdelta

Item 5.07. Submission of Matters to a Vote of Security Holders.

ADC Therapeutics SA (the “Company”) held its 2026 annual
general meeting of shareholders (the “Annual Meeting”) on June 1, 2026. The Company previously filed with the Securities and
Exchange Commission a definitive proxy statement and related materials pertaining to the Annual Meeting, which describe in detail each
proposal submitted to shareholders at the Annual Meeting. All proposals submitted to the shareholders at the Annual Meeting were approved.
The final results for the votes regarding each proposal are set forth below.

Proposal #1 : Approving the management report, annual financial
statements and consolidated financial statements

The shareholders approved the management report, the annual financial
statements and the consolidated financial statements for the year ended December 31, 2025 and acknowledged the auditors’ report
for the year ended December 31, 2025. The voting results were as follows:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

79,705,454

5,910

3,889,590

—

Proposal #2 : Approving, on an advisory basis under Swiss law,
the compensation report

The shareholders approved, in a non-binding advisory vote, the compensation
report for the year ended December 31, 2025. The voting results were as follows:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

64,289,299

1,242,782

3,815,289

14,253,584

Proposal #3 : Discharging the members of the board of directors
and the executive committee from liability

The shareholders approved that the members of the board of directors
and the executive committee be discharged from liability for the year ended December 31, 2025. The voting results were as follows:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

63,695,590

86,523

3,966,182

14,253,584

Proposal #4 : Approving the appropriation of the financial results

The shareholders approved that the net loss for the year ended December
31, 2025 be carried forward. The voting results were as follows:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

79,774,946

8,511

3,817,497

—

Proposal #5 : Reelecting directors

The shareholders reelected the following directors for a one-year term,
beginning as of the Annual Meeting and ending at the closing of the 2027 annual general meeting of shareholders. The voting results were
as follows:

NAME

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

Ron Squarer

65,109,377

416,194

3,821,799

14,253,584

Robert Azelby

65,094,726

429,835

3,822,809

14,253,584

Jean-Pierre Bizzari

63,631,611

1,852,731

3,863,025

14,253,587

Timothy Coughlin

65,198,947

327,049

3,821,374

14,253,584

Peter Hug

64,927,601

556,545

3,863,224

14,253,584

Ameet Mallik

65,133,390

387,036

3,826,944

14,253,584

Viviane Monges

64,918,973

556,772

3,871,625

14,253,584

Tyrell Rivers

64,796,462

729,534

3,821,374

14,253,584

Victor Sandor

65,151,213

373,932

3,822,225

14,253,584

Proposal #6 : Reelecting compensation committee members

The shareholders reelected the following members of the compensation
committee for a one-year term, beginning as of the Annual Meeting and ending at the closing of the 2027 annual general meeting of shareholders.
The voting results were as follows:

NAME

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

Robert Azelby

65,136,589

388,421

3,822,360

14,253,584

Peter Hug

65,014,833

469,178

3,863,359

14,253,584

Victor Sandor

65,145,109

380,752

3,821,509

14,253,584

Proposal #7 : Reelecting the Independent Proxy

The shareholders reelected PHC Notaires, in Lausanne, Switzerland,
as the Independent Proxy for a one-year term, beginning as of the Annual Meeting and ending at the closing of the 2027 annual general
meeting of shareholders. The voting results were as follows:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

79,756,534

17,712

3,826,708

—

Proposal #8 : Reelecting the auditors

The shareholders reelected PricewaterhouseCoopers SA as the statutory
auditor and independent registered public accounting firm for the year ending December 31, 2026. The voting results were as follows:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

79,747,180

31,325

3,822,449

—

Proposal #9 : Approving, on a binding basis under Swiss law,
the compensation of the board of directors and the executive committee

The shareholders approved, on a binding basis under Swiss law, that
(i) the maximum aggregate amount of compensation for the members of the board of directors for the period between the Annual Meeting and
the 2027 annual general meeting of shareholders be set at $2,500,000 (Proposal #9a), (ii) the maximum aggregate amount of fixed compensation
for the members of the executive committee for the year ending December 31, 2027 be set at $2,600,000 (Proposal #9b) and (iii) the maximum
aggregate amount of variable compensation for the members of the executive committee for the year ending December 31, 2026 be set at $5,500,000
(Proposal #9c). The voting results were as follows:

PROPOSAL

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

#9a

48,456,972

16,977,874

3,912,524

14,253,584

#9b

64,981,047

439,267

3,927,056

14,253,584

#9c

64,541,036

883,352

3,922,982

14,253,584

Proposal #10 : Approving, on an advisory basis under U.S. law,
the compensation paid to the named executive officers

The shareholders approved, on an advisory basis under U.S. law, the
compensation of the Company’s named executive officers, as disclosed in “Executive Compensation” and the related compensation
tables and narrative disclosure in the proxy statement. The voting results were as follows:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

64,172,306

1,271,205

3,903,859

14,253,584

Proposal #11 : Approving an amendment to increase the number
of shares authorized under the 2019 Equity Incentive Plan

The shareholders approved an amendment to increase the number of shares
authorized under the 2019 Equity Incentive Plan. The voting results were as follows:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

46,624,648

18,904,924

3,817,798

14,253,584

Proposal #12 : Approving amendments to articles 4a, 4b and 4c
of the articles of association to increase the Company’s capital range (article 4a), conditional share capital for employee participation
(article 4b) and conditional share capital for financing, acquisitions and other purposes (article 4c) as well as the introduction of
article 4d regarding a conditional share capital based on the capital range

The shareholders approved (i) amendments to article 4a paragraph 1
of the articles of association to increase the Company’s capital range from CHF 8,375,974.48 (lower limit) to CHF 12,354,128.80
(upper limit) to CHF 10,378,109.12 (lower limit) to CHF 15,567,163.68 (upper limit) (Proposal #12a), (ii) amendments to article 4b paragraph
1 of the articles of association to increase the Company’s conditional share capital for employee participation from 9,887,629 common
shares (CHF 791,010.32) to 16,836,253 common shares (CHF 1,346,900.24) (Proposal #12b), (iii) amendments to article 4c paragraph 1 of
the articles of association to increase the Company’s conditional share capital for financing, acquisition and other purposes from
38,026,929 common shares (CHF 3,042,154.32) to 48,026,929 common shares (CHF 3,842,154.32) (Proposal #12c), and (iv) a new article 4d
be introduced in the articles of association regarding a conditional share capital based on the capital range, and that article 4a be
amended accordingly (Proposal #12d). The voting results were as follows:

PROPOSAL

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

#12a

48,485,517

17,043,416

3,818,437

14,253,584

#12b

48,614,094

16,916,772

3,816,504

14,253,584

#12c

52,364,617

13,166,958

3,815,795

14,253,584

#12d

48,528,597

16,999,553

3,819,220

14,253,584

The amendments to the Company’s articles of association became
effective upon their approval at the Annual Meeting. A copy of the Company’s current articles of association is attached hereto
as Exhibit 3.1 and incorporated herein by reference.
ADCT Adc Therapeutics SA - 8-K

Item 5.07 - Submission of Matters to a Vote of Security Holders

Item 9.01 - Financial Statements and Exhibits
