8-K

Date: June 10, 2024

VAXCYTE, INC.

/s/ Andrew Guggenhime

Andrew Guggenhime

President and Chief Financial Officer

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 6, 2024

VAXCYTE, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-39323

46-4233385

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


825 Industrial Road,
Suite 300 San Carlos, CA		94070
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (650) 837-0111

Not Applicable

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

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, $0.001 par value per share

PCVX

The Nasdaq Stock Market LLC

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 6, 2024, Vaxcyte, Inc. (the “Company”) held its Annual Meeting of Stockholders. The following is a brief description of each matter voted upon at the meeting and the number of votes cast for, withheld or against, the number of abstentions and the number of broker non-votes with respect to each matter, as applicable.

The election of three nominees to serve as Class I directors until the Company’s 2027 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. The following three Class I directors were re-elected by the votes indicated:


	For		Withheld		Broker Non-Votes
Annie Drapeau		82,886,170		16,143,582		4,817,013
Teri Loxam		96,840,846		2,188,906		4,817,013
Carlos Paya, M.D., Ph.D.		96,685,408		2,344,344		4,817,013

2.	The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The appointment was ratified by the votes indicated:


For	Against	Abstain
103,807,993	14,745	24,027

3.	The approval, on a non-binding, advisory basis of the compensation of the Company’s named executive officers. The approval of the non-binding resolution on named executive officer compensation was approved by the votes indicated:


For	Against	Abstain	Broker Non-Votes
91,072,269	7,934,248	23,235	4,817,013