Legend Biotech seeks shareholder approval to add 19.1 million shares to RSU plan

Legend Biotech Corporation filed a proxy statement for its annual general meeting of shareholders scheduled for September 24, 2026 at its Bridgewater, New Jersey headquarters. Shareholders of record as of the close of business on August 17, 2026 are entitled to vote, and as of that date the company had 388,976,826 Ordinary Shares outstanding, including about 184,208,310 shares represented by ADSs held through JPMorgan Chase Bank, N.A.¹

Among eight proposals, shareholders will vote on re-electing four Class III directors to three-year terms: Robin Meng, Corazon D. Sanders, Li Mao, and Peter Salovey, whose terms expire at the AGM¹. Shareholders will also vote on ratifying Ernst & Young LLP as independent auditor for fiscal year 2026.

The most consequential item is Proposal 7, a request to amend and restate the company's 2020 Restricted Shares Plan. The plan currently permits up to 26,000,000 Ordinary Shares to be issued for equity awards; if shareholders approve the amendment, that reserve would grow by 19,100,000 shares to a total of 45,100,000 Ordinary Shares.¹ The company said the 5,257,658 shares remaining available for grant as of June 30, 2026 were not sufficient for its near-term plans, and that the proposed increase is expected to cover approximately the next 2 to 4 years as the business scales.¹

The company estimated its annual burn rate for new awards would run between 2.0% and 3.0% over that period if granted as restricted share units, citing planned headcount growth.¹ Separately, as of June 30, 2026 the company reported 3,102,092 Ordinary Shares subject to outstanding share options at a weighted-average exercise price of $10.32, and 12,533,517 shares subject to outstanding full-value awards, against an ADS closing price of $28.88.¹

Approval of each proposal requires the affirmative vote of a simple majority of the votes attaching to the Ordinary Shares cast at the meeting¹.