UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
Washington, D.C. 20549
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FORM 6-K
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REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGEACT OF 1934
For the month of May, 2023
Commission File Number:001-40401
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Oatly Group AB
(Translation of registrant’s name into English)
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Ångfärjekajen 8
211 19 Malmö
Sweden
(Address of principal executive office)
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Indicate by check mark whether the registrant files or will file annual reportsunder cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
On May 25, 2023, Oatly Group AB (the “Company”) published a report announcing the results of its annual general meeting held on the same date, a copy of which is furnished as Exhibit 99.1.
Also on May 25, 2023, at the Company’s annual general meeting, Mr. Martin Brok was appointed to the board of directors of the Company, effective May 25, 2023. Mr. Brok will serve as a director until the close of the annual general meeting to be held in 2026 and until his successor is duly elected and qualified (or his earlier death, resignation or removal).
Mr. Brok, 56, is a highly experienced global executive and business leader with over 35 years of experience in senior roles at some of the world’s best-known brands, including Sephora, Starbucks, Nike, Burger King Corporation and The Coca-Cola Company. He most recently served at Sephora, a division of the LVMH group of luxury brands, as its Global President and Chief Executive Officer from September 2020 to June 2022. Prior to that, he was President of the Europe, Middle East & Africa division of Starbucks Corporation from July 2016 to April 2020 after having served as Nike, Inc.’s Vice President of global product and merchandise operations & analytics from September 2014 to January 2016 and Chief Operating Officer Global of the direct-to-consumer business from August 2012 to August 2014. Mr. Brok also currently serves as a member of the board of directors of Revlon Inc. since May 2023 and Self Esteem Brands, LLC since May 2015. Mr. Brok has a Bachelor of Business Administration (Marketing) from Georgia State University’s Robinson School of Business in 1988 and attended the Program for Management Development at Harvard Business School in 2000.
There are no transactions in which Mr. Brok has an interest requiring disclosure under Item 7.B of Form 20-F. Additionally, Mr. Brok has no family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. Mr. Brok will be entitled to standard compensation available to all non-employee directors (as described under “Executive Officer, Non-Executive Director and Key Management Compensation” in Item 6.B of the Company’s annual report on Form 20-F filed with the SEC on April 20, 2023).
EXHIBIT INDEX
Exhibit No. |
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Description |
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99.1 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Oatly Group AB |
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Date: May 25, 2023 |
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By: |
/s/ Christian Hanke |
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Christian Hanke |
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Chief Financial Officer |
OATLY GROUP AB ANNOUNCES RESULTS OF
2023 ANNUAL GENERAL MEETING
MALMÖ, Sweden May 25, 2023 – Oatly Group AB (Nasdaq: OTLY)(“Oatly” or the “Company”), the world’s original and largest oat drink company, today announced the results of its Annual General Meeting of shareholders (the “AGM”) held on May 25, 2023.
The AGM adopted, inter alia, the following resolutions:
Adoption of the income statement and balance sheet, disposition regarding the Company’s results and discharge from liability
The AGM adopted the Company’s profit and loss account and the balance sheet as well as the consolidated profit and loss account and consolidated balance sheet.
The AGM resolved, in accordance with the board of directors’ proposal, that no dividend was to be distributed for the financial year 2022 and that the Company’s result for the financial year 2022 was to be carried forward.
The AGM also discharged the board of directors and the CEO from liability for the financial year 2022.
Number of members of the board of directors
The AGM resolved, in accordance with the nominating and corporate governance committee’s proposal, that the number of members of the board of directors elected by the general meeting or in accordance with Oatly’s articles of association shall be twelve (12).
Election of new director
The AGM resolved, in accordance with the nominating and corporate governance committee’s proposal, to elect Martin Brok as a new member of the board of directors for a term ending at the AGM to be held in 2026.
Remuneration to the members of the board of directors
The AGM resolved, in accordance with the remuneration committee’s proposal, that the fee to each member of the board of directors, who is not employed by the Company or any of its subsidiaries, shall be USD 60,000, that the fee for the chairperson of the audit committee shall be USD 22,500 and that the fee for an ordinary member of the audit committee shall be USD 10,000. The AGM also resolved, in accordance with the remuneration committee’s proposal, that the fee for the chairperson of the remuneration committee shall be USD 22,500, that the fee for an ordinary member of the remuneration committee shall be USD 10,000, that the fee for the chairperson of the nominating and corporate governance committee shall be USD 22,500 and that the fee for an ordinary member of the nominating and corporate governance committee shall be USD 10,000. The AGM also resolved that the fee for each ordinary employee representative shall be SEK 24,000.
Election of auditor
The AGM resolved, in accordance with the audit committee’s recommendation, that the registered auditing company Ernst & Young Aktiebolag is re-elected as auditor for the period until the end of the next AGM.
Resolution regarding (a) amendment of the LTIP 2021-2026 incentive program and (b) approval of transfer of treasury warrants issued in connection with the LTIP 2021-2026 incentive program
The AGM resolved, in accordance with the board of directors’ proposal, to amend LTIP 2021-2026, entailing certain changes to allocation principles and certain terms and conditions relating to vesting of stock options and RSUs granted under LTIP 2021-2026. The changes in allocation principles aim to enable grants to a greater number of participants and to achieve appropriate and proportional annual allocations over the duration of LTIP 2021-2026 by establishing allocation limits calculated on an annual basis. The changes in vesting terms and conditions aim to reduce administration and costs, as well as to facilitate grants in connection with new hires, by aligning the vesting schedule with the annual vesting period generally applied by Oatly.
The AGM also resolved, in accordance with the board of directors’ proposal, to approve the transfer of treasury warrants issued in connection with the LTIP 2021-2026.
Resolution regarding (a) amendment of resolution on issue of share awards to certain members of the board of directors of Oatly Group AB (publ) and (b) approval of transfer of treasury warrants issued in connection with the share award program
The AGM resolved to amend the resolution on issue of share awards to certain members of the board of directors of Oatly. As a result, the maximum number of share awards that may be granted to each participant in the board of directors LTIP is increased from 10,800 to 35,000 share awards annually. The limitation on the total value of share awards that may be granted to each participant is unchanged at USD 140,000 annually.
The AGM also resolved to authorize the Company to potentially assign the treasury warrants issued in connection with the share award program to a third party or in another way dispose of the warrants in accordance with the terms and conditions set out in the proposal.
Authorization for the board of directors to resolve on new issue of shares and/or warrants and/or convertible bonds
The AGM resolved, in accordance with the board of directors’ proposal, to authorize the board of directors, on one or more occasions during the period until the next AGM, to resolve on new issue of shares and/or warrants and/or convertible bonds. Such issues should not entail an increase in the Company’s registered share capital or the number of shares in the Company by more than a total of 20 percent, based on the Company’s registered share capital or number of shares before utilizing the authorization. The new issue of shares and/or warrants and/or convertible bonds may be performed with or without deviation from the shareholders’ preferential rights. The board of directors’ resolution may provide for payment in kind, payment against set-off and/or other terms.
For more detailed information regarding the content of the resolutions, please refer to the notice to the AGM and the comprehensive proposals, which have previously been published and are available on the Company’s website, https://investors.oatly.com/corporate-governance/2023agm.
About Oatly
We are the world’s original and largest oat drink company. For over 25 years, we have exclusively focused on developing expertise around oats: a global power crop with inherent properties suited for sustainability and human health. Our commitment to oats has resulted in core technical advancements that enabled us to unlock the breadth of the dairy portfolio, including alternatives to milks, ice cream, yogurt, cooking creams, and spreads. Headquartered in Malmö, Sweden, the Oatly brand is available in more than 20 countries globally.
Contacts
Oatly Group AB
+1 866-704-0391
investors@oatly.com
press.us@oatly.com