Business Context and Reporting Period
Company: Novo Nordisk A/S
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Date: October 21, 2025
Subject: Notice convening an Extraordinary General Meeting (EGM) to be held on November 14, 2025, to elect new members to the Board of Directors.
Novo Nordisk is a leading global healthcare company headquartered in Denmark, focused on defeating serious chronic diseases, particularly diabetes. As of August 2025, the company employed approximately 78,400 people across 80 countries and marketed products in around 170 countries.
Financial Metrics
This filing is a corporate governance notice and does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics for the reporting period or any prior period.
Share Capital Structure (as of filing date):
- Total Share Capital: DKK 446,500,000
- A Share Capital: DKK 107,487,200 (10 votes per DKK 0.01)
- B Share Capital: DKK 339,012,800 (1 vote per DKK 0.01)
Material Changes
The filing details a significant change in the composition of the Board of Directors. The following current members will not stand for re-election at the EGM:
- Helge Lund (Chair)
- Henrik Poulsen (Vice Chair)
- Laurence Debroux
- Andreas Fibig
- Sylvie Grégoire
- Christina Law
- Martin Mackay
Kasim Kutay and the four employee-elected members will remain on the Board.
Guidance, Outlook, and Management Commentary
Board Election Proposals: The Novo Nordisk Foundation and Novo Holdings A/S have proposed the following candidates for election until the next Annual General Meeting:
- Chair: Lars Rebien Sørensen (Former CEO of Novo Nordisk; Chair of Novo Nordisk Foundation)
- Vice Chair: Cees de Jong (Independent; Former CEO of Chr. Hansen)
- Other Members: Britt Meelby Jensen (CEO of Ambu A/S), Mikael Dolsten (Independent; Former CSO of Pfizer), and Stephan Engels (Independent; Former CFO of Danske Bank).
Board Competency and Diversity: The proposed board aims to meet diversity aspirations of at least two Nordic and two non-Nordic members, and a gender balance of three women and three men by 2026. The current proposal results in one female and five male shareholder-elected members, with Helena Saxon identified as a candidate for the March 2026 AGM to further diversity goals.
Independence: Three proposed candidates (Sørensen, Kutay, Meelby Jensen) are not considered independent due to ties with the Novo Nordisk Foundation or Novo Holdings A/S. The remaining candidates are independent.
Key Facts for Investor Verification
- Meeting Date: The Extraordinary General Meeting is scheduled for November 14, 2025, at 14:00 CET.
- Participation Method: The meeting will be fully electronic; shareholders must register via the Investor Portal by November 10, 2025, to participate virtually.
- Voting Deadlines: Proxies must be received by November 10, 2025; votes by correspondence must be received by November 13, 2025.
- Record Date: Shareholders registered as of November 7, 2025, at 23:59 CET are entitled to vote.
- Leadership Transition: Lars Rebien Sørensen is proposed to return as Chair, replacing Helge Lund.