Adaptimmune Therapeutics plc filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Adaptimmune Therapeutics plc (the “Company”) held its annual general meeting (the “Annual Meeting”) on May 29, 2025. There were 1,590,309,546 ordinary shares entitled to vote at the Annual Meeting based on the number of issued ordinary shares outstanding as of May 27, 2025, of which approximately 1,536,195,668 were held in the name of Citibank, N.A., which issues Company-sponsored American Depositary Receipts evidencing American Depositary Shares each of which, in turn, represents six ordinary shares. Of the ordinary shares entitled to vote, holders representing 818,970,186 shares, or approximately 51.50 %, were present in person or by proxy at the Annual Meeting. In accordance with the Company’s Articles of Association, the presence, in person or by proxy, of one or more shareholders holding at least one-third of the issued share capital as of May 27, 2025 and entitled to vote would constitute a quorum for the transaction of business at the Annual Meeting.
The matters set forth below were voted on at the Annual Meeting. Detailed descriptions of these matters and voting procedures applicable to these matters at the Annual Meeting are contained in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 25, 2025. All matters were approved on a poll in accordance with the Company’s Articles of Association. Set forth below are the total number of proxy votes and the votes by those holders present at the Annual Meeting received for and against each matter, as well as the total number of proxy abstentions (or votes withheld) received and broker non-votes with respect to each matter. Abstentions and broker non-votes had no effect on the vote outcome.
Resolution 1 – Ordinary Resolution to re-elect Dr. Ali Behbahani as a Director:
| For | Against | Abstain | Broker Non-Votes | |||
| 764,682,690 | 48,432,554 | 5,854,942 | 766,066,516 |
Resolution 2 – Ordinary Resolution to re-elect Mr. John Furey as a Director:
| For | Against | Abstain | Broker Non-Votes | |||
| 793,576,104 | 19,443,008 | 5,951,074 | 766,066,516 |
Resolution 3 – Ordinary Resolution to re-elect Mr. Adrian Rawcliffe as a Director:
| For | Against | Abstain | Broker Non-Votes | |||
| 792,968,070 | 20,102,708 | 5,899,408 | 766,066,516 |
Resolution 4 – Ordinary Resolution to re-appoint KPMG LLP as auditors of the Company, to hold office until the conclusion of the next annual general meeting of shareholders:
| For | Against | Abstain | Broker Non-Votes | |||
| 801,723,288 | 13,615,706 | 3,631,192 | 766,066,516 |
Resolution 5 – Ordinary Resolution to authorize the Audit Committee to determine the Company’s auditors’ remuneration for the fiscal year ending December 31, 2025:
| For | Against | Abstain | Broker Non-Votes | |||
| 800,455,908 | 14,664,992 | 3,849,286 | 766,066,516 |
Resolution 6 – Ordinary Resolution to adopt the U.K. statutory annual accounts and reports for the fiscal year ended December 31, 2024 and to note that the Directors do not recommend the payment of any dividend for the year ended December 31, 2024:
| For | Against | Abstain | Broker Non-Votes | |||
| 799,861,724 | 11,592,456 | 7,516,006 | 766,066,516 |
Resolution 7 – Ordinary Resolution to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers for the year ended December 31, 2024:
| For | Against | Abstain | Broker Non-Votes | |||
| 788,416,380 | 23,994,566 | 6,559,240 | 766,066,516 |
Resolution 8 – Ordinary Resolution to receive and approve the Company’s U.K. statutory Directors’ remuneration report for the year ended December 31, 2024:
| For | Against | Abstain | Broker Non-Votes | |||
| 791,717,832 | 19,808,270 | 7,444,084 | 766,066,516 |
Resolution 9 – Ordinary Resolution to approve the rules of the Adaptimmune Therapeutics plc 2025 Employee Share Option Scheme, which, if approved, will take effect upon the conclusion of the Annual General Meeting:
| For | Against | Abstain | Broker Non-Votes | |||
| 763,924,788 | 51,678,788 | 3,366,610 | 766,066,516 |
Resolution 10 – Ordinary Resolution to approve the rules of the Adaptimmune Therapeutics plc 2025 Non-Employee Share Option Scheme, which, if approved, will take effect upon the conclusion of the Annual General Meeting:
| For | Against | Abstain | Broker Non-Votes | |||
| 762,451,002 | 52,993,460 | 3,525,724 | 766,066,516 |
Resolution 11 – Ordinary Resolution to authorize the Directors, in accordance with section 551 of the U.K. Companies Act 2006 (the “2006 Act”), to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares:
| For | Against | Abstain | Broker Non-Votes | |||
| 765,489,960 | 43,937,328 | 9,542,898 | 766,066,516 |
Resolution 12 – Special Resolution to empower the Directors to allot equity securities for cash pursuant to section 570(1) of the 2006 Act as if section 561(1) of the 2006 Act did not apply to such allotment:
| For | Against | Abstain | Broker Non-Votes | |||
| 766,123,566 | 45,977,580 | 6,869,040 | 766,066,516 |
Resolution 13 – Advisory Resolution to approve, on a non-binding advisory basis, the preferred frequency of future shareholder advisory votes on the compensation of the Company’s named executive officers:
| Every 1 Year | Every 2 Years | Every 3 Years | Abstain | Broker Non-Votes | ||||
| 803,138,066 | 3,250,260 | 2,570,086 | 10,011,774 | 766,066,516 |
Based on the results set forth under Resolution 13 above, the Company’s Board of Directors has determined that advisory votes on executive compensation will be submitted to shareholders on an annual basis until the next advisory vote on the frequency of shareholder votes on executive compensation, which will occur not later than the Company’s annual general meeting in 2031.
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.
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ADAPTIMMUNE THERAPEUTICS PLC | |||
| Date: May 29, 2025 | By: | /s/ Margaret Henry | |
| Name: | Margaret Henry | ||
| Title: | Corporate Secretary | ||