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 10, 2024
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
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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:
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Securities registered pursuant to Section 12(b) of the Act:
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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 x
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
*American Depositary Shares may be evidenced by American Depositary Receipts. Each American Depositary Share represents one (1) ordinary share. Not for trading, but only in connection with the listing of the American Depositary Shares on The Nasdaq Global Market. The American Depositary Shares represent the right to receive ordinary shares and are being registered under the Securities Act of 1933, as amended, pursuant to a separate Registration Statement on Form F-6. Accordingly, the American Depositary Shares are exempt from the operation of Section 12(a) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12a-8.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 10, 2024, Barinthus Biotherapeutics plc (the “Company”) held its 2024 Annual General Meeting (the “Annual General Meeting”). Proxies were solicited pursuant to the Company’s definitive proxy statement filed on March 22, 2024 with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934, as amended. The number of shares of ordinary shares, nominal value £0.000025 per share, of the Company (the “Ordinary Shares”) entitled to vote at the Annual Meeting was 38,921,212. The number of shares of Ordinary Shares present or represented by valid proxy at the Annual Meeting was 22,052,107, thus establishing a quorum for the Annual Meeting. All matters submitted to a vote of the Company’s stockholders at the Annual Meeting were approved and the director nominees were elected. The voting results reported below are final.
| Ordinary Resolutions | For | Against | Withheld | Broker Non-Votes | ||||||||||||||||||||||
| To re-elect as a director, William Enright, who retires by rotation in accordance with the Company’s Articles of Association | 18,871,704 | 180,109 | 161 | 3,000,133 | ||||||||||||||||||||||
| To re-elect as a director, Alex Hammacher, who retires by rotation in accordance with the Company’s Articles of Association | 18,871,704 | 180,109 | 161 | 3,000,133 | ||||||||||||||||||||||
| To re-elect as a director, Robin Wright, who retires by rotation in accordance with the Company’s Articles of Association | 18,885,204 | 166,609 | 161 | 3,000,133 | ||||||||||||||||||||||
| To re-appoint PricewaterhouseCoopers LLP as U.K. statutory auditors of the Company, to hold office until the conclusion of the next annual general meeting of shareholders | 22,035,376 | 81 | 16,650 | 0 | ||||||||||||||||||||||
| To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 | 22,035,421 | 34 | 16,651 | 1 | ||||||||||||||||||||||
| To authorize the Audit Committee to determine the Company’s auditors’ remuneration for the fiscal year ending December 31, 2024 | 19,035,192 | 171 | 16,611 | 3,000,133 | ||||||||||||||||||||||
| To receive the U.K. statutory annual accounts and reports for the fiscal year ended December 31, 2023 and to note that the Company’s directors do not recommend the payment of any dividend for the fiscal year ended December 31, 2023 | 19,034,966 | 304 | 16,704 | 3,000,133 | ||||||||||||||||||||||
| To receive and approve on an advisory basis the Company’s U.K. statutory directors’ compensation report for the fiscal year ended December 31, 2023 | 19,030,522 | 4,633 | 16,819 | 3,000,133 | ||||||||||||||||||||||
SIGNATURE
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.
| Barinthus Biotherapeutics plc | ||||||||
| Date: May 15, 2024 | By: | /s/ William Enright | ||||||
| William Enright | ||||||||
| Chief Executive Officer | ||||||||