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.
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.
| 1. | 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: |
| Name |
Votes For | Votes Withheld |
Broker Non-Votes |
Total | ||||||||||||
| 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 | ||||||||||||
| 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, 2024. The voting results were as follows: |
| Votes For |
Votes Against |
Abstentions |
Total | |||
| 198,604,866 | 153,727 | 56,977 | 198,815,570 |
| 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 | ||||
| 108,778,036 | 46,997,736 | 8,235,022 | 34,804,776 | 198,815,570 |
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 14, 2024 | By: | /s/ Matthew Lang | ||||
| Matthew Lang | ||||||
| Chief Business Officer | ||||||
Document and Entity Information |
Jun. 14, 2024 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001806952 |
| Document Type | 8-K |
| Document Period End Date | Jun. 14, 2024 |
| Entity Registrant Name | Lyell Immunopharma, Inc. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-40502 |
| Entity Tax Identification Number | 83-1300510 |
| Entity Address, Address Line One | 201 Haskins Way |
| Entity Address, City or Town | South San Francisco |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 94080 |
| City Area Code | 650 |
| Local Phone Number | 695-0677 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, $0.0001 par value per share |
| Trading Symbol | LYEL |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |