ADAP Adaptimmune Therapeutics PLC

 

 

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): May 14, 2024

 

ADAPTIMMUNE THERAPEUTICS PLC

(Exact name of registrant as specified in its charter)

 

England and Wales		1-37368		Not Applicable
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

60 Jubilee Avenue, Milton Park

Abingdon, Oxfordshire OX14 4RX

United Kingdom

(Address of principal executive offices, including zip code)

 

(44) 1235 430000

(Registrant’s telephone number, including area code)

  

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		Name of each exchange on which registered
American Depositary Shares, each representing 6 Ordinary Shares, par value £0.001 per share		ADAP		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.

 

Adaptimmune Therapeutics plc (the “Company”) held its annual general meeting (the “Annual Meeting”) on May 14, 2024. There were 1,533,371,874 ordinary shares entitled to vote at the Annual Meeting based on the number of issued ordinary shares outstanding as of May 10, 2024, of which approximately 1,479,257,996 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 1,040,325,488 shares, or approximately 67.85%, 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 10, 2024 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 11, 2024. All matters were approved by a show of hands 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 Mr. David Mott as a Director:

 

For		Against		Abstain		Broker Non-Votes
996,265,374		40,033,364		4,026,750		470,003,532

 

Resolution 2 – Ordinary Resolution to re-elect Dr. Andrew Allen as a Director:

 

For		Against		Abstain		Broker Non-Votes
997,592,808		39,180,614		3,552,066		470,003,532

 

Resolution 3 – Ordinary Resolution to re-elect Mr. Lawrence Alleva as a Director:

 

For		Against		Abstain		Broker Non-Votes
998,026,824		40,221,146		2,077,518		470,003,532

 

Resolution 4 – Ordinary Resolution to re-elect Dr. Priti Hegde as a Director:

 

For		Against		Abstain		Broker Non-Votes
996,894,810		38,855,042		4,575,636		470,003,532

 

Resolution 5 – Ordinary Resolution to re-elect Dr. Kristen Hege as a Director:

 

For		Against		Abstain		Broker Non-Votes
998,463,018		37,328,846		4,533,624		470,003,532

 

Resolution 6 – Ordinary Resolution to re-elect Dr. Garry Menzel as a Director:

 

For		Against		Abstain		Broker Non-Votes
995,168,664		41,588,342		3,568,482		470,003,532

 

 

Resolution 7 – 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
1,035,848,288		1,779,828		2,697,372		470,003,532

 

Resolution 8 – Ordinary Resolution to authorize the Audit Committee to determine the Company’s auditors’ remuneration for the fiscal year ending December 31, 2024:

 

For		Against		Abstain		Broker Non-Votes
1,032,924,716		4,547,610		2,853,162		470,003,532

 

Resolution 9 – Ordinary Resolution to receive the U.K. statutory annual accounts and reports for the fiscal year ended December 31, 2023 and to note that the Directors do not recommend the payment of any dividend for the year ended December 31, 2023:

 

For		Against		Abstain		Broker Non-Votes
1,035,201,062		3,157,752		1,966,674		470,003,532

 

Resolution 10 – 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, 2023:

 

For		Against		Abstain		Broker Non-Votes
986,885,460		52,365,878		1,074,150		470,003,532

 

Resolution 11 – Ordinary Resolution to receive and approve the Company’s U.K. statutory Directors’ remuneration report for the year ended December 31, 2023:

 

For		Against		Abstain		Broker Non-Votes
995,699,310		43,710,950		915,228		470,003,532

 

Resolution 12 – Ordinary Resolution to receive and approve the Company’s Directors’ remuneration policy, which if approved, will take effect upon conclusion of the Annual General Meeting:

 

For		Against		Abstain		Broker Non-Votes
987,953,508		50,684,876		1,687,104		470,003,532

 

Resolution 13 – 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 grant rights to subscribe for or to convert any security into shares:

 

For		Against		Abstain		Broker Non-Votes
1,003,344,206		34,985,646		1,995,636		470,003,532

 

Resolution 14 – 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
1,001,822,888		36,443,448		2,059,152		470,003,532

 

 

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.

 

	ADAPTIMMUNE THERAPEUTICS PLC
Date: May 14, 2024	By:	/s/ Margaret Henry
		Name: Margaret Henry
		Title: Corporate Secretary

 

 

v3.24.1.1.u2

Cover	May 14, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 14, 2024
Entity File Number	1-37368
Entity Registrant Name	ADAPTIMMUNE THERAPEUTICS PLC
Entity Central Index Key	0001621227
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	X0
Entity Address, Address Line One	60 Jubilee Avenue
Entity Address, Address Line Two	Milton Park
Entity Address, City or Town	Abingdon, Oxfordshire
Entity Address, Country	GB
Entity Address, Postal Zip Code	OX14 4RX
City Area Code	44
Local Phone Number	1235 430000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	American Depositary Shares, each representing 6 Ordinary Shares, par value £0.001 per share
Trading Symbol	ADAP
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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