SEC Form 8-K filed by Arcellx Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
We held our Annual Meeting of Stockholders (“Annual Meeting”) on May 28, 2025. Of the 55,072,693 shares of our common stock outstanding as of April 4, 2025, 52,952,262 shares of common stock were represented, either by attending the virtual annual meeting or by proxy, constituting, of the shares entitled to vote, approximately 96.15% of the outstanding shares of common stock. The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below.
| 1. | Election of Three Class III Directors. The following nominees were elected by the holders of our common stock to serve as our Class III directors to hold office until our 2028 annual meeting of stockholders and until their successors have been duly elected and qualified: |
| Nominee |
For | Withhold | Broker Non-Votes | |||||||||
| Rami Elghandour |
42,787,968 | 6,620,198 | 3,544,096 | |||||||||
| David Lubner |
38,890,276 | 10,517,890 | 3,544,096 | |||||||||
| Kristin Myers |
49,315,533 | 92,633 | 3,544,096 | |||||||||
| 2. | Advisory Vote on Executive Compensation. The stockholders approved, on an advisory (non-binding) basis, the “say-on-pay” proposal regarding the compensation of our named executive officers, as described in the 2024 Summary Compensation Table in the “Executive Compensation” section of the Proxy Statement. |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 39,920,221 | 9,482,082 | 5,863 | 3,544,096 |
| 3. | Ratification of Appointment of Independent Registered Accounting Firm. The appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified based on the following results of voting: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 52,695,350 | 252,071 | 4,841 | N/A |
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.
| ARCELLX, INC. | ||||||
| Date: May 28, 2025 | By: | /s/ Rami Elghandour | ||||
| Rami Elghandour | ||||||
| Chief Executive Officer | ||||||