ADAPTIMMUNE THERAPEUTICS PLC (NASDAQ:ADAP) Files An 8-K Submission of Matters to a Vote of Security Holders
Item5.07 Submission of Matters to a Vote of Security
Holders.
Adaptimmune Therapeutics plc (the Company) held its annual
general meeting (the Annual Meeting) on June21, 2017. There were
approximately 561,063,526 ordinary shares entitled to vote at the
Annual Meeting based on the number of issued ordinary shares
outstanding as of June19, 2017, of which approximately
401,796,380 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 459,010,210 shares, or
approximately 81.81%, were present in person or by proxy at the
Annual Meeting. In accordance with the Companys 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
June21, 2017 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 Companys definitive proxy statement on Schedule 14A filed
with the Securities and Exchange Commission on April28, 2017. All
matters were approved by a show of hands in accordance with the
Companys 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 Ms.Barbara Duncan as
a Director:
|
For |
|
Against |
|
Abstain |
|
BrokerNon-Votes |
|
403,765,192 |
44,378,256 |
10,866,762 |
101,338,982 |
Resolution 2 Ordinary Resolution to re-elect Mr.Giles Kerr as a
Director:
|
For |
|
Against |
|
Abstain |
|
BrokerNon-Votes |
|
458,838,520 |
154,428 |
17,262 |
101,338,982 |
Resolution 3 Ordinary Resolution to re-elect Dr.Tal Zaks as a
Director:
|
For |
|
Against |
|
Abstain |
|
BrokerNon-Votes |
|
458,830,420 |
159,528 |
20,262 |
101,338,982 |
Resolution 4 Ordinary Resolution to re-elect Dr.Ali Behbahani as
a Director:
|
For |
|
Against |
|
Abstain |
|
BrokerNon-Votes |
|
458,842,312 |
150,636 |
17,262 |
101,338,982 |
Resolution 5 Ordinary Resolution to re-elect Dr.Peter Thompson as
a Director:
|
For |
|
Against |
|
Abstain |
|
BrokerNon-Votes |
|
458,874,568 |
118,380 |
17,262 |
101,338,982 |
Resolution 6 Ordinary Resolution to re-appoint KPMG LLP as the
Companys 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 |
|
458,885,038 |
110,100 |
15,072 |
101,338,982 |
Resolution 7 Ordinary Resolution to authorize the Audit
Committee to determine the Companys U.K. statutory auditors
remuneration for the fiscal year ended December31, 2017:
|
For |
|
Against |
|
Abstain |
|
BrokerNon-Votes |
|
458,892,004 |
77,454 |
40,752 |
101,338,982 |
Resolution 8 Ordinary Resolution to receive the U.K. statutory
annual accounts and reports for the fiscal year ended
December31, 2016 and to note that the Directors do not
recommend the payment of any dividend for the year ended
December31, 2016:
|
For |
|
Against |
|
Abstain |
|
BrokerNon-Votes |
|
458,874,304 |
95,154 |
40,752 |
101,338,982 |
Resolution 9 Ordinary Resolution to receive and approve the
Companys U.K. statutory Directors remuneration report for the
year ended December31, 2016:
|
For |
|
Against |
|
Abstain |
|
BrokerNon-Votes |
|
458,824,642 |
162,498 |
23,070 |
101,338,982 |
Resolution 10 Ordinary Resolution to authorize the Directors,
in accordance with section 551 of the U.K. Companies Act 2006
(the 2006 Act), to allot ordinary shares of 0.001 nominal value
each in the Company (ordinary shares) or grant rights to
subscribe for or to convert any security into ordinary shares:
|
For |
|
Against |
|
Abstain |
|
BrokerNon-Votes |
|
438,287,824 |
20,696,046 |
26,340 |
101,338,982 |
Resolution 11 Special Resolution to authorize the Directors to
allot ordinary shares for cash or to grant rights to subscribe
for or to convert any security into ordinary shares under
section 570 of the 2006 Act as if section 561(1)of the 2006 Act
did not apply to such allotment:
|
For |
|
Against |
|
Abstain |
|
BrokerNon-Votes |
|
374,722,082 |
72,288,168 |
11,999,960 |
101,338,982 |
About ADAPTIMMUNE THERAPEUTICS PLC (NASDAQ:ADAP)
Adaptimmune Therapeutics plc is a clinical-stage biopharmaceutical company. The Company is focused on cancer immunotherapy products based on its T-cell receptor (TCR) platform. The Company has developed a platform that enables it to identify cancer targets in the form of peptides, which are short sequences of amino acids, find and genetically engineer TCRs, and produce TCR therapeutic candidates for administration to patients. The Company engineers TCRs to increase their affinity to cancer-specific peptides, including its lead target peptides, NY-ESO-1 and MAGE-A10, in order to target and then destroy cancer cells in patients. The Company’s TCR therapeutic candidates are able to target intracellular, as well as extracellular cancer antigens. The TCRs consist of approximately two associated protein chains: the alpha and beta chains. Each of the chains has approximately two regions: a variable region and a constant region.
