UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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. |
We held our Annual Meeting of Stockholders (“Annual Meeting”) on May 24, 2024. Of the 53,290,315 shares of our common stock outstanding as of April 1, 2024, 49,171,440 shares of common stock were represented, either by attending the virtual annual meeting or by proxy, constituting, of the shares entitled to vote, approximately 92.3% of the outstanding shares of common stock. The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below.
| 1. | Election of Three Class II Directors. The following nominees were re-elected by the holders of our common stock to serve as our Class II directors to hold office until our 2027 annual meeting of stockholders and until their successors have been duly elected and qualified: |
| Nominee |
For |
Withhold |
Broker Non-Votes | |||
| Jill Carroll |
29,554,737 | 15,794,683 | 3,822,020 | |||
| Kavita Patel, M.D. |
36,972,901 | 8,390,850 | 3,807,689 | |||
| Olivia Ware |
29,760,855 | 15,588,565 | 3,822,020 |
| 2. | Advisory Vote on Executive Compensation. The stockholders approved, on an advisory (non-binding) basis, the “say-on-pay” proposal regarding the compensation of our named executive officers, as described in the 2023 Summary Compensation Table in the “Executive Compensation” section of the Proxy Statement. |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 25,553,954 |
19,766,928 | 42,869 | 3,807,689 |
| 3. | Frequency of Future Advisory Votes on Executive Compensation. The stockholders approved, on an advisory (non-binding) basis, the frequency of every one year for future advisory “say-on-pay” votes regarding the compensation of our named executive officers. |
| 1 Year |
2 Years |
3 Years |
Abstain |
Broker Non-Votes | ||||
| 45,293,520 | 224 | 11,183 | 58,824 | 3,807,689 |
In accordance with the voting results for this proposal, we have determined to hold future advisory votes on the compensation of our named executive officers every year. The next required advisory vote on the frequency of future advisory votes regarding the compensation of our named executive officers will take place no later than our 2030 annual meeting of stockholders.
| 4. | Ratification of Appointment of Independent Registered Accounting Firm. The appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified based on the following results of voting: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 49,117,994 |
6,915 | 46,531 | N/A |
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 hereunto duly authorized.
| ARCELLX, INC. | ||||||
| Date: May 28, 2024 | By: | /s/ Rami Elghandour | ||||
| Rami Elghandour | ||||||
| Chief Executive Officer | ||||||
Document and Entity Information |
May 24, 2024 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001786205 |
| Document Type | 8-K |
| Document Period End Date | May 24, 2024 |
| Entity Registrant Name | Arcellx, Inc. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-41259 |
| Entity Tax Identification Number | 47-2855917 |
| Entity Address, Address Line One | 800 Bridge Parkway |
| Entity Address, City or Town | Redwood City |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 94065 |
| City Area Code | (240) |
| Local Phone Number | 327-0603 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, $0.001 par value per share |
| Trading Symbol | ACLX |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |