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    SEC Form 8-K filed by Apellis Pharmaceuticals Inc.

    6/4/25 4:05:38 PM ET
    $APLS
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $APLS alert in real time by email
    8-K
    false 0001492422 0001492422 2025-06-03 2025-06-03
     
     

    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 3, 2025

     

     

    Apellis Pharmaceuticals, Inc.

    (Exact Name of Registrant as Specified in its Charter)

     

     

     

    Delaware   001-38276   27-1537290

    (State or Other Jurisdiction

    of Incorporation)

     

    (Commission

    File Number)

     

    (IRS Employer

    Identification No.)

     

    100 Fifth Avenue

    Waltham, MA

      02451
    (Address of Principal Executive Offices)   (Zip Code)

    Registrant’s telephone number, including area code: (617) 977-5700

    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 Instruction 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

    Common Stock, $0.0001 par value per share   APLS   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.

    Apellis Pharmaceuticals, Inc. (the “Company”) held its Annual Meeting of Stockholders on June 3, 2025. The following is a summary of the matters voted on at that meeting.

     

      (a)

    The stockholders of the Company elected A. Sinclair Dunlop, Alec Machiels and Keli Walbert as class II directors, each for a three-year term ending at the annual meeting of stockholders to be held in 2028. The results of the stockholders’ vote with respect to the election of the class II directors were as follows:

     

    Name

       For      Withheld      Broker Non-Votes  

    A. Sinclair Dunlop

         54,091,088        26,037,795        23,918,223  

    Alec Machiels

         62,314,110        17,814,774        23,918,223  

    Keli Walbert

         76,951,740        3,177,144        23,918,223  

     

      (b)

    The stockholders of the Company ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The results of the stockholders’ vote with respect to such ratification were as follows:

     

    For

     

    Against

     

    Abstain

     

    Broker
    Non-Votes

    103,876,326   54,603   116,178   — 

     

      (c)

    The stockholders of the Company approved the advisory vote on the compensation of the Company’s named executive officers. The results of the stockholders’ non-binding advisory vote with respect to the compensation paid to the Company’s named executive officers were as follows:

     

    For

     

    Against

     

    Abstain

     

    Broker
    Non-Votes

    75,901,920   4,167,103   59,860   23,918,223

     

      (d)

    The stockholders of the Company recommended, on a non-binding advisory basis, that future advisory votes on the compensation of the Company’s named executive officers be held every year. The results of the stockholders’ non-binding advisory vote with respect to the frequency of future executive compensation advisory votes were as follows:

     

    Every

    One Year

     

    Every

    Two Years

     

    Every Three

    Years

     

    Abstain

     

    Broker
    Non-Votes

    79,858,618   32,418   206,221   31,626   23,918,223

    After taking into consideration the foregoing voting results, the Company intends to hold future advisory votes on the compensation of the Company’s named executive officers every year.


    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 hereunto duly authorized.

     

        Apellis Pharmaceuticals, Inc.
    Date: June 4, 2025     By:  

    /s/ Timothy Sullivan

          Timothy Sullivan
          Chief Financial Officer
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