Since inception, Genmab A/S has established general warrant schemes all of which have the primary objective of giving those who help build the company an opportunity to share in the value of the business that they are helping to create. The warrant schemes are meant to provide an incentive for all company employees, including those in our subsidiaries, members of the Board of Directors and members of the Executive Management, as well as certain external consultants with a long-term relationship with us.
Warrant grants to members of the Board of Directors and members of the Executive Management are subject to general guidelines for incentive-based remuneration of the Board of Directors and the Executive Management. These guidelines were most recently amended and adopted by the Annual General Meeting in March 2016. According the guidelines, members of the Board of Directors may only be granted Restricted Stock Units (RSUs) whereas members of the Executive Management may be granted RSUs and/or warrants.
Warrants are granted by our Board of Directors in accordance with authorizations given to it by our shareholders. Warrant grants are determined on a merit basis and upon recommendations of the Compensation Committee. All outstanding warrants have either been issued under the warrant scheme adopted by the Board of Directors in August 2004 (the “2004 Scheme”) or under the most recent warrant scheme adopted by the Board of Directors in April 2012 (the "2012 Scheme").
Under the terms of the 2004 Scheme and the 2012 Scheme, warrants are granted at an exercise price equal to the share price on the grant date. According to our Articles of Association the exercise price cannot be fixed at a lower price than the market price at the day of grant.
Warrants granted under the 2004 Scheme and the 2012 Scheme can be exercised from one year after the grant date. However, whereas warrants granted under the 2004 Scheme lapse on the tenth anniversary of the grant date, warrants granted under the 2012 Scheme lapse on the seventh anniversary of the grant date. All other terms of the 2004 Scheme and the 2012 Scheme are identical. The warrant holder may as a general rule only exercise 25% of the warrants granted per full year of employment or affiliation with us or our subsidiary after the grant date. However, the warrant holder will be entitled to keep and exercise all warrants granted regardless of termination of the employment relationship etc. in instances where we or our subsidiary terminate his/her employment/consultancy relationship without the warrant holder having given us/subsidiary good reason to do so.
In aggregate, the number of warrants issued under the 2004 Scheme and the 2012 Scheme amounts to 8,966,941 of which 2,190,311 were still outstanding at December 31, 2016. For a more detailed description of warrants issued under the 2004 Scheme and the 2012 Scheme please refer to our latest Annual Report.
Until a new scheme may be adopted in the future, all warrants granted after April 2012 will be granted under the 2012 Scheme.
(last updated March 7, 2017)