FORM 6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Report
of Foreign Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
For the
month of February 2021
Commission
File Number: 001-11960
AstraZeneca PLC
1
Francis Crick Avenue
Cambridge
Biomedical Campus
Cambridge
CB2 0AA
United
Kingdom
Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form
20-F X Form 40-F __
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1):
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(7): ______
Indicate
by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.
Yes __
No X
If
“Yes” is marked, indicate below the file number
assigned to the Registrant in connection with Rule 12g3-2(b):
82-_____________
AstraZeneca PLC
INDEX
TO EXHIBITS
1.
AstraZeneca
Non-Executive Board changes
11 February 2021 07:01 GMT
AstraZeneca Non-Executive Board Changes
AstraZeneca PLC announced today that Non-Executive Directors
Geneviève Berger and Graham Chipchase intend to retire from
the Board at the conclusion of the Company's Annual General Meeting
on 30 April 2021. By that date, each will have served on the Board
for nine years.
All other Non-Executive Directors will present themselves for
election or re-election at the AGM, including Leif Johansson,
Non-Executive Chairman, as will Pascal Soriot, Chief Executive
Officer and Marc Dunoyer, Chief Financial
Officer.
Mr Johansson was first elected to the Board in April 2012 and will
have served as a Director for nine years by April 2021. In December
2020, the Company announced it had entered into a definitive
agreement with Alexion Pharmaceuticals, Inc. for AstraZeneca to
acquire Alexion. Subject to the satisfaction of the closing
conditions, which include approval by AstraZeneca and Alexion
shareholders and obtaining relevant regulatory clearances, the
proposed acquisition is expected to close in Q3 2021. The Board
believes it would be in the best interests of shareholders for Mr
Johansson to seek re-election at the AGM in April and continue to
serve as Chairman, to lead the Board's oversight of completion of
the proposed acquisition.
The Company also announced today that effective 1 March
2021:
>
Philip Broadley will succeed Graham Chipchase as senior independent
Non-Executive Director; and
>
Michel Demaré will become a member of the Nomination and
Governance Committee.
In addition, the Company confirmed today that Nazneen Rahman
succeeded Geneviève Berger as the Board member with
responsibility for overseeing sustainability matters on behalf of
the Board on 1 January 2021.
The current composition of the Company's Board and its Committees
is:
Board
Leif Johansson (Non-Executive Chairman)
Pascal Soriot (Executive Director and Chief Executive
Officer)
Marc Dunoyer (Executive Director and Chief Financial
Officer)
Euan Ashley
Geneviève Berger
Philip Broadley
Graham Chipchase (Senior independent Non-Executive
Director)
Michel Demaré
Deborah DiSanzo
Diana Layfield
Sheri McCoy
Tony Mok
Nazneen Rahman (Non-Executive Director responsible for overseeing
sustainability matters)
Marcus Wallenberg
Audit Committee
Philip Broadley (Chairman of the Committee)
Michel Demaré
Deborah DiSanzo
Sheri McCoy
Remuneration Committee
Michel Demaré (Chairman of the Committee)
Leif Johansson
Philip Broadley
Sheri McCoy
Nomination and Governance Committee
Leif Johansson (Chairman of the Committee)
Philip Broadley
Graham Chipchase
Nazneen Rahman
Science Committee
Nazneen Rahman (Chair of the Committee)
Euan Ashley
Geneviève Berger
Tony Mok
Marcus Wallenberg
Important Additional Information
In connection with the proposed transaction, AstraZeneca PLC
("AstraZeneca") intends to file a registration statement on
Form F-4 with the SEC, which will include a document that
serves as a prospectus of AstraZeneca and a proxy statement of
Alexion Pharmaceuticals, Inc. ("Alexion") (the "proxy
statement/prospectus"), Alexion intends to file a proxy statement
with the SEC (the "proxy statement") and each party will file other
documents regarding the proposed transaction with the SEC.
Investors and security holders of Alexion are urged to carefully
read the entire registration statement and proxy
statement/prospectus or proxy statement and other relevant
documents filed with the SEC when they become available, because
they will contain important information. A definitive proxy
statement/prospectus or a definitive proxy statement will be sent
to Alexion's shareholders. Investors and security holders will be
able to obtain the registration statement and the proxy
statement/prospectus or the proxy statement free of charge from the
SEC's website or from AstraZeneca or Alexion as described in the
paragraphs below.
The documents filed by AstraZeneca with the SEC may be obtained
free of charge at the SEC's website at www.sec.gov.
These documents may also be obtained free of charge on
AstraZeneca's website at http://www.astrazeneca.com under
the tab "Investors".
The documents filed by Alexion with the SEC may be obtained free of
charge at the SEC's website at www.sec.gov.
These documents may also be obtained free of charge on Alexion's
internet website at http://www.alexion.com under
the tab, "Investors" and under the heading "SEC Filings" or by
contacting Alexion's Investor Relations Department
at investorrelations@alexion.com.
Participants in the Solicitation
Alexion, AstraZeneca and certain of their directors, executive
officers and employees may be deemed participants in the
solicitation of proxies from Alexion shareholders in connection
with the proposed transaction. Information regarding the persons
who may, under the rules of the SEC, be deemed participants in
the solicitation of the shareholders of Alexion in connection with
the proposed transaction, including a description of their direct
or indirect interests, by security holdings or otherwise, will be
set forth in the proxy statement/prospectus or proxy statement when
it is filed with the SEC. Information about the directors and
executive officers of Alexion and their ownership of Alexion shares
is set forth in the definitive proxy statement for Alexion's 2020
special meeting of shareholders, as previously filed with the SEC
on March 26, 2020. Free copies of these documents may be
obtained as described in the paragraphs above.
Forward-looking Information
This announcement may include statements that are or may be deemed
to be forward-looking statements. These forward-looking statements
may be identified by the use of forward-looking terminology,
including the terms "believes", "estimates", "envisages", "plans",
"projects", "anticipates", "targets", "aims", "expects", "intends",
"may", "will" or "should" or, in each case, their negative or other
variations or comparable terminology, or by discussions of
strategy, plans, objectives, goals, future events or intentions and
include, but are not limited to the ability of the parties to
consummate the proposed acquisition on a timely basis or at all,
the ability of the parties to satisfy the conditions precedent to
consummation of the proposed acquisition, including the ability to
secure the required regulatory approvals on the terms expected, at
all or in a timely manner, the ability of AstraZeneca to
successfully integrate Alexion's operations, and the
ability of AstraZeneca to implement its plans, forecasts and other
expectations with respect to Alexion's business after the
completion of the proposed acquisition and realise expected
synergies. Economic, competitive, governmental, technological and
other factors that may affect AstraZeneca's and Alexion's
operations are discussed in the section entitled "Risk Factors," in
each of AstraZeneca's Annual Report on Form 20-F for the year ended
31 December 2019, and Alexion's Annual Report on Form 10-K for the
year ended 31 December 2019, in each case as amended by any
subsequent filings made with the SEC. These forward-looking
statements include all matters that are not historical facts and
involve predictions. Forward-looking statements may and often do
differ materially from actual results. Any forward-looking
statements reflect AstraZeneca's and Alexion's current views with
respect to future events and are subject to risks relating to
future events and other risks, uncertainties and assumptions
relating to AstraZeneca's or Alexion's results of operations,
financial position, liquidity, prospects, growth or strategies and
the industries in which they operate. Forward-looking statements
speak only as of the date they are made and cannot be relied upon
as a guide to future performance. Save as required by law or
regulation, AstraZeneca and Alexion disclaim any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements in this announcement that may occur due
to any change in their expectations or to reflect events or
circumstances after the date of this announcement.
AstraZeneca
AstraZeneca (LSE/STO/Nasdaq: AZN) is a global,
science-led biopharmaceutical company that focuses on the
discovery, development and commercialisation of prescription
medicines, primarily for the treatment of diseases in three therapy
areas - Oncology, Cardiovascular, Renal & Metabolism, and
Respiratory & Immunology. Based in Cambridge, UK, AstraZeneca
operates in over 100 countries and its innovative medicines are
used by millions of patients worldwide. Please
visit astrazeneca.com and
follow the Company on Twitter @AstraZeneca.
Contacts
For details on how to contact the Investor Relations Team, please
click here.
For Media contacts, click here.
Adrian Kemp
Company Secretary
AstraZeneca PLC
SIGNATURES
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, thereunto duly authorized.
Date:
11 February 2021
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By: /s/
Adrian Kemp
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Name:
Adrian Kemp
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Title:
Company Secretary
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