UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 15, 2025, Lyell Immunopharma, Inc. (the “Company”) virtually held its 2025 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 212,358,298 shares of common stock of the Company, representing 71.9% of the 295,337,557 shares of common stock outstanding as of the close of business on April 11, 2025, 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 four 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 21, 2025 (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 Class I director to hold office until the Company’s 2028 annual meeting of stockholders. The voting results were as follows: |
| Name |
Votes For | Votes Withheld |
Broker Non-Votes |
Total | ||||||||||||
| Catherine Friedman |
156,345,397 | 5,956,389 | 50,056,512 | 212,358,298 | ||||||||||||
| 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, 2025. The voting results were as follows: |
| Votes For |
Votes Against |
Abstentions |
Total | |||
| 212,014,389 | 288,042 | 55,867 | 212,358,298 |
| 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 | ||||
| 160,688,745 | 1,547,344 | 65,697 | 50,056,512 | 212,358,298 |
| 4. | To approve a series of alternate amendments to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio in the range of 1-for-10 to 1-for-25, with such ratio to be determined in the discretion of the Company’s Board of Directors (the “Board”) and with such reverse stock split to be effected at such time and date, if at all, as determined by the Board in its sole discretion. The voting results were as follows: |
| Votes For |
Votes Against |
Abstentions |
Total | |||
| 199,897,130 | 12,368,486 | 92,682 | 212,358,298 |
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: May 21, 2025 | By: | /s/ Charles Newton | ||
| Charles Newton | ||||
| Chief Financial Officer | ||||