ADAPTIMMUNE THERAPEUTICS PLC (NASDAQ:ADAP) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 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 June20, 2018. There were approximately 565,729,900 ordinary shares entitled to vote at the Annual Meeting based on the number of issued ordinary shares outstanding as of June18, 2018, of which approximately 455,388,140 were held in the name of Citibank, N.A., which issues Company-sponsored American Depositary Receipts (“ADRs”) evidencing American Depositary Shares (“ADSs”) each of which, in turn, represents six ordinary shares. Of the ordinary shares entitled to vote, holders representing 444,740,944 shares, or approximately 78.61%, 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 one third of the issued share capital as of June20, 2018 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 April27, 2018. 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 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.Lawrence Alleva as a Director:
For |
Against |
Abstain |
BrokerNon-Votes |
444,475,408 |
142,728 |
122,808 |
120,988,916 |
Resolution 2 — Ordinary Resolution to re-elect Mr.David Mott as a Director:
For |
Against |
Abstain |
BrokerNon-Votes |
426,652,276 |
17,971,866 |
116,802 |
120,988,916 |
Resolution 3 — Ordinary Resolution to re-elect Dr.Elliott Sigal as a Director:
For |
Against |
Abstain |
BrokerNon-Votes |
444,499,774 |
124,368 |
116,802 |
120,988,916 |
Resolution 4 — Ordinary Resolution to re-appoint KPMG LLP as the Company’s U.K. statutory auditors under the U.K. Companies Act 2006, to hold office until the conclusion of the next general meeting of shareholders at which the U.K. statutory accounts and reports are presented:
For |
Against |
Abstain |
BrokerNon-Votes |
443,902,156 |
745,638 |
93,150 |
120,988,916 |
Resolution 5 — Ordinary Resolution to authorize the Audit Committee to determine the Company’s U.K. statutory auditors’ remuneration for the fiscal year ending December31, 2018:
For |
Against |
Abstain |
BrokerNon-Votes |
443,796,664 |
827,616 |
116,664 |
120,988,916 |