Lyell Immunopharma, Inc 8-K, filed Jun 21, 2023
Lyell Immunopharma, Inc. (LYEL)
About this 8-K
Lyell Immunopharma, Inc filed this 8-K on June 21, 2023, reporting on events of June 16, 2023.
Items reported
- Item 5.07: Shareholder vote results
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SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 16, 2023, Lyell Immunopharma, Inc. (the “Company”) virtually held its 2023 annual meeting of stockholders (the “Annual Meeting”). Present at the beginning of the Annual Meeting via remote communication or by proxy were the holders of 187,850,683 shares of common stock of the Company, representing 75.25% of the 249,609,247 shares of common stock outstanding as of the close of business on April 18, 2023, the record date for the Annual Meeting, and constituting a quorum for the transaction of business.
At the Annual Meeting, the Company’s stockholders voted on four proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 27, 2023 (the “Proxy Statement”). The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for or against each matter and, if applicable, the number of votes withheld, abstentions and broker non-votes with respect to each matter.
| 1. | To elect the following three Class II directors to hold office until the Company’s 2026 annual meeting of stockholders. The voting results were as follows: |
| Name |
Votes For | Votes Withheld |
Broker Non-Votes |
Total | ||||||||||||
| Richard Klausner, M.D. |
150,646,318 | 3,290,081 | 33,914,284 | 187,850,683 | ||||||||||||
| Otis Brawley, M.D. |
143,059,192 | 10,877,207 | 33,914,284 | 187,850,683 | ||||||||||||
| William Rieflin |
150,032,005 | 3,904,394 | 33,914,284 | 187,850,683 | ||||||||||||
| 2. | To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The voting results were as follows: |
| Votes For |
Votes Against |
Abstentions |
Total | |||
| 187,794,458 | 16,913 | 39,312 | 187,850,683 |
| 3. | To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement. The voting results were as follows: |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
Total | ||||
| 131,476,834 | 3,278,721 | 19,180,844 | 33,914,284 | 187,850,683 |
| 4. | To indicate, on an advisory basis, the preferred frequency of stockholder advisory votes to approve the compensation of the Company’s named executive officers. The voting results were as follows: |
| Vote For Every |
Vote For Every |
Vote For Every |
Abstentions |
Broker Non-Votes |
Total | |||||
| 142,962,684 | 695 | 33,332 | 10,939,688 | 33,914,284 | 187,850,683 |
In light of the outcome of the stockholder vote and other relevant factors, on June 19, 2023, the Company’s Board of Directors adopted a resolution providing that the Company will hold future stockholder advisory votes on the compensation of the Company’s named executive officers on an annual basis. This policy will remain in effect until the next required stockholder vote on the frequency of advisory votes on the compensation of named executive officers, which is required to occur no later than the Company’s Annual Meeting of Stockholders in 2029.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Lyell Immunopharma, Inc. | ||||||
| Date: June 21, 2023 | By: | /s/ Charles Newton | ||||
| Charles Newton | ||||||
| Chief Financial Officer | ||||||