false 0001806952 0001806952 2024-06-14 2024-06-14

 

 

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 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)

  

(Commission

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

  

Trading
Symbol(s)

  

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.

 

  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
v3.24.1.1.u2
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
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