8-K
false 0001806952 0001806952 2022-06-08 2022-06-08

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 8, 2022

 

 

Lyell Immunopharma, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-40502   83-1300510

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

201 Haskins Way
South San Francisco, California
  94080
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: 650 695-0677

(Former Name or Former Address, if Changed Since Last Report)

Not Applicable

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.0001 par value per share   LYEL   NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 


Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 8, 2022, Lyell Immunopharma, Inc. (the “Company”) virtually held its 2022 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 192,242,640 shares of common stock of the Company, representing 77.79% of the 247,109,683 shares of common stock outstanding as of the close of business on April 12, 2022, 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 two 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 28, 2022. 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 I directors to hold office until the Company’s 2025 annual meeting of stockholders. The voting results were as follows:

 

Name

   Votes For    Votes
Withheld
   Broker
Non-Votes
   Total

Hans Bishop

   160,815,367    2,777,408    28,649,865    192,242,640

Catherine Friedman

   159,405,464    4,187,311    28,649,865    192,242,640

Robert Nelsen

   147,699,973    15,892,802    28,649,865    192,242,640

 

  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, 2022. The voting results were as follows:

 

Votes For

 

Votes Against

 

Abstentions

 

Total

192,230,812

  1,241   10,587   192,242,640


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 13, 2022   By:  

/s/ CHARLES NEWTON

    Charles Newton
    Chief Financial Officer