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, and members of the Executive Management. Prior to the Annual General Meeting in March 2017, the warrant authorizations also allowed for warrant grants to members of the Board of Directors, as well as to certain external consultants with a long-term relationship with us.
Grants of warrants to members of Executive Management are subject to the general guidelines for incentive-based remuneration of the Board of Directors and Executive Management. Under these guidelines members of the Board of Directors may only be granted RSUs whereas members of the Executive Management may be granted RSUs or a combination of RSUs and warrants. The guidelines were most recently amended and adopted by the Annual General Meeting in March 2019 and are now included in Genmab A/S’ Remuneration Principles which are available at the company’s website: https://ir.genmab.com/corporate-governance/remuneration-principles.
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”), the warrant scheme adopted by the Board of Directors in April 2012 (the “2012 Scheme”) or under the most recent warrant scheme adopted by the Board of Directors in March 2017 (the "2017 Scheme").
Under the terms of all three warrant schemes, 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.
Whereas warrants granted under the 2004 Scheme and the 2012 Scheme can be exercised from one year after the grant date, warrants granted under the 2017 Scheme can be exercised from three years after the grant date. In addition, warrants granted under the 2004 Scheme lapse on the tenth anniversary of the grant date, whereas warrants granted under the 2012 Scheme and the 2017 Scheme lapse on the seventh anniversary of the grant date. All other terms of the three warrant schemes are substantially identical.
Under the 2004 Scheme and the 2012 Scheme, 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, as warrants granted under the 2017 Scheme are subject to three years cliff vesting, the warrant holder may as a general rule exercise all the warrants granted under the 2017 Scheme after three full years of employment after the grant date. Notwithstanding the above, 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 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, the 2012 Scheme and the 2017 Scheme amounts to 9,452,178 of which 1,423,210 were still outstanding at December 31, 2018. For a more detailed description of warrants issued under the three schemes please refer to our latest Annual Report.
Until a new scheme may be adopted in the future, all warrants granted after the Annual General Meeting in March 2017 will be granted under the 2017 Scheme.
(last updated April 8, 2019)