Vir Biotechnology Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$VIR
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
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): May 29, 2025
________________________________________
(Exact name of Registrant as Specified in Its Charter)
________________________________________
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
Registrant’s Telephone Number, Including Area Code: (415 ) 906-4324
(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:
| 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 | ||||||||||||
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 o
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. o
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 29, 2025, Vir Biotechnology, Inc. (the Company) held its 2025 Annual Meeting of Stockholders (the Annual Meeting). As of the close of business on April 1, 2025, the record date for the Annual Meeting, 138,063,698 shares of Company common stock were outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by stockholders at the Annual Meeting is set forth below.
Proposal 1. Election of Directors
The Company’s stockholders elected the two persons listed below as Class III directors, each to serve until the Company’s 2028 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal. The final voting results are as follows:
| Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Jeffrey S. Hatfield | 93,985,116 | 10,933,739 | 12,050,291 | ||||||||
| Saira Ramasastry | 98,467,755 | 6,451,100 | 12,050,291 | ||||||||
Proposal 2. Advisory Vote on Executive Compensation
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The final voting results are as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 100,486,810 | 4,280,297 | 151,748 | 12,050,291 | ||||||||
Proposal 3. Ratification of Appointment of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment by the Audit Committee of the Company’s Board of Directors of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The final voting results are as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 116,311,775 | 162,660 | 494,711 | 0 | ||||||||
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.
| VIR BIOTECHNOLOGY, INC. | |||||||||||
| Date: | May 29, 2025 | By: | /s/ Vanina de Verneuil | ||||||||
| Vanina de Verneuil, J.D. Executive Vice President, General Counsel and Corporate Secretary | |||||||||||