UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in its Charter)
|
|
|
|
|
|
|
|||
(State or Other Jurisdiction of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
|
||
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code:
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 |
|
|
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 May 21, 2024, Invivyd, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). The following is a summary of the matters voted on at the Annual Meeting and the final voting results as certified by the Company’s independent inspector of election in connection with the Annual Meeting.
Proposal 1: The stockholders of the Company elected Tamsin Berry, Sara Cotter, Marc Elia, Srishti Gupta, M.D., Christine Lindenboom, Terrance McGuire and Kevin McLaughlin as directors for a one-year term expiring at the Company’s 2025 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. The votes were cast as follows:
Nominee |
|
For |
|
Withheld |
|
Broker Non-Votes |
Tamsin Berry |
|
92,449,521 |
|
1,846,310 |
|
4,571,326 |
Sara Cotter |
|
84,043,272 |
|
10,252,559 |
|
4,571,326 |
Marc Elia |
|
83,804,089 |
|
10,491,742 |
|
4,571,326 |
Srishti Gupta, M.D. |
|
84,040,591 |
|
10,255,240 |
|
4,571,326 |
Christine Lindenboom |
|
83,021,013 |
|
11,274,818 |
|
4,571,326 |
Terrance McGuire |
|
91,427,314 |
|
2,868,517 |
|
4,571,326 |
Kevin McLaughlin |
|
92,450,615 |
|
1,845,216 |
|
4,571,326 |
Proposal 2: The stockholders of the Company ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, with votes cast as follows:
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
98,709,273 |
|
90,855 |
|
67,029 |
|
— |
Item 7.01. |
Regulation FD Disclosure. |
On May 22, 2024, the Company issued a press release entitled “Invivyd Elects Two New Independent Members to its Board of Directors.” A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference in this Item 7.01.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
Exhibit |
|
Description |
99.1 |
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
INVIVYD, INC. |
|
|
|
|
|
Date: May 22, 2024 |
|
By: |
/s/ Jill Andersen |
|
|
|
Jill Andersen |
|
|
|
Chief Legal Officer and Corporate Secretary |