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, 2023
(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) | |||||||
(972 ) 499-3350
(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 (see General Instructions A.2. below):
| 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 June 14, 2023, Instil Bio, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). 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 revised proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 28, 2023. Of the 130,079,097 shares of the Company’s common stock outstanding as of the record date, 117,044,804 shares, or approximately 89.97% were present or represented by proxy at the Annual Meeting.
The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for and against each matter and, if applicable, the number of votes withheld, abstentions and broker non-votes with respect to each such matter.
Proposal 1. Stockholders elected each of the following nominees to serve as Class II directors on the Company’s board of directors until the Company’s 2026 Annual Meeting of Stockholders and until his successor has been duly elected and qualified. The voting results for such nominees were as follows:
Director Name | Votes For | Votes Withheld | Broker Non- Votes | ||||||||
| George Matcham | 96,302,290 | 566,823 | 20,175,691 | ||||||||
| Neil Gibson | 85,895,664 | 10,973,449 | 20,175,691 | ||||||||
Proposal 2. Stockholders approved a series of alternate amendments to the Company’s Certificate of Incorporation to effect, at the option of the board of directors, a reverse stock split of the Company’s common stock at a reverse stock split ratio ranging from one-for-ten (1:10) to one-for-thirty (1:30), inclusive, with the effectiveness of one of such amendments and the abandonment of the other amendments, or the abandonment of all amendments, to be determined by the board of directors prior to the date of the 2024 Annual Meeting of Stockholders. The voting results were as follows:
Votes For | Votes Against | Abstentions | Broker Non- Votes | ||||||||
| 116,204,120 | 819,157 | 21,527 | — | ||||||||
Proposal 3. Stockholders ratified the selection by the Audit Committee of the board of directors of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2023. The voting results were as follows:
Votes For | Votes Against | Abstentions | Broker Non- Votes | ||||||||
| 116,563,499 | 461,427 | 19,878 | — | ||||||||
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.
| Instil Bio, Inc. | |||||||||||||||||||||||
| Date: | By: | /s/ Sandeep Laumas, M.D. | |||||||||||||||||||||
| Sandeep Laumas, M.D. | |||||||||||||||||||||||
| Chief Financial Officer and Chief Business Officer (Principal Financial Officer and Principal Accounting Officer) | |||||||||||||||||||||||