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Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 14, 2024



Lyell Immunopharma, Inc.

(Exact name of Registrant as Specified in Its Charter)




Delaware   001-40502   83-1300510

(State or Other Jurisdiction

of Incorporation)



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




Name of each exchange

on which registered

Common Stock, $0.0001 par value per share   LYEL   The 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 14, 2024, Lyell Immunopharma, Inc. (the “Company”) virtually held its 2024 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 198,815,570 shares of common stock of the Company, representing 77.98% of the 254,936,784 shares of common stock outstanding as of the close of business on April 16, 2024, 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 three 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 22, 2024 (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.



To elect the following two Class III directors to hold office until the Company’s 2027 annual meeting of stockholders. The voting results were as follows:



   Votes For      Votes

Elizabeth Nabel, M.D.

     147,841,830        16,168,964        34,804,776        198,815,570  

Lynn Seely, M.D.

     150,085,827        13,924,967        34,804,776        198,815,570  



To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The voting results were as follows:


Votes For


Votes Against





198,604,866   153,727   56,977   198,815,570



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




Broker Non-Votes



108,778,036   46,997,736   8,235,022   34,804,776   198,815,570



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 14, 2024     By:  

/s/ Matthew Lang

      Matthew Lang
      Chief Business Officer