SEC Form 8-K filed by Lyell Immunopharma Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December 3, 2025, the Board of Directors (the “Board”) of Lyell Immunopharma, Inc. (the “Company”) amended and restated the Company’s Amended and Restated Bylaws (the “Amended Bylaws”), effective immediately. Among other changes, the Amended Bylaws:
| • | Modernize the stockholder proposal procedures and disclosure requirements set forth in Section 5 of the Amended Bylaws, including, without limitation, removing the requirement for stockholder nominated directors to furnish information to support their eligibility to serve except as it relates to independence, limiting the need to provide information about the other stockholders supporting the proposal to those who are financially supporting such proposal, and adding additional disclosure requirements to disclose in the director nomination proposal notice relating to certain extrinsic arrangements. |
| • | Clarify that certain updates to a previously submitted stockholder proposal, including, without limitation, change or addition of nominees, matters, business and/or resolutions to be brought before the meeting, will not be permitted as updates and will instead constitute a new proposal and be subject to the stockholder proposal procedures and disclosure requirements set forth in Section 5 of the Amended Bylaws; |
| • | Conform the notice provisions throughout the Amended Bylaws, including in Section 7 and Section 46 of the Amended Bylaws, to the requirements of Section 232 of the Delaware General Corporation Law (the “DGCL”); |
| • | Simplify and clarify the description of the voting standards for the election of directors and other proposals at stockholder meetings in Section 8; and |
| • | Conform Section 12 of the Amended Bylaws concerning the list of stockholders in connection with stockholder meetings with the requirements of Section 219 of the DGCL. |
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended Bylaws, which are filed as Exhibit 3.1 to this report.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 3.1 | Amended and Restated Bylaws of Lyell Immunopharma, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Lyell Immunopharma, Inc. | ||||||
| Date: December 5, 2025 | By: | /s/ Mark Meltz | ||||
| Mark Meltz | ||||||
| General Counsel and Corporate Secretary | ||||||