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 2, 2019

 

ADAPTIMMUNE THERAPEUTICS PLC

(Exact name of registrant as specified in its charter)

 

 

60 Jubilee Avenue, Milton Park

Abingdon, Oxfordshire OX14 4RX

United Kingdom

(Address of principal executive offices, including zip code)

 

(44) 1235 430000

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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.

 

Adaptimmune Therapeutics plc (the “Company”) held its annual general meeting (the “Annual Meeting”) on May 2, 2019. There were approximately 628,357,300 ordinary shares entitled to vote at the Annual Meeting based on the number of issued ordinary shares outstanding as of April 30, 2019, of which approximately 557,097,602 were held in the name of Citibank, N.A., which issues Company-sponsored American Depositary Receipts evidencing American Depositary Shares each of which, in turn, represents six ordinary shares. Of the ordinary shares entitled to vote, holders representing 500,765,574 shares, or approximately 79.69%, were present in person or by proxy at the Annual Meeting. In accordance with the Company’s Articles of Association, the presence, in person or by proxy, of one or more shareholders holding at least one-third of the issued share capital as of May 2, 2019 and entitled to vote would constitute a quorum for the transaction of business at the Annual Meeting.

 

The matters set forth below were voted on at the Annual Meeting. Detailed descriptions of these matters and voting procedures applicable to these matters at the Annual Meeting are contained in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 15, 2019. Resolutions 1, 2, 3, 4, 5, 6, 7, 9, 10 and 11 were all passed by a show of hands in accordance with the Company’s Articles of Association. In connection with Resolution 8, a poll was held which approved “Every 1 Year” as the preferred frequency of future shareholder advisory votes on the compensation of the Company’s named executive officers. Set forth below are the total number of proxy votes received for and against each matter, and in respect of Resolution 8 the total number of proxy votes for each option, as well as the total number of proxy abstentions (or votes withheld) received and broker non-votes with respect to each matter. Abstentions and broker non-votes had no effect on the vote outcome.

 

Resolution 1 — Ordinary Resolution to re-elect Mr. John Furey as a Director:

 

For		Against		Abstain		Broker Non-Votes
500,176,794		420,918		167,862		127,591,670

 

Resolution 2 — Ordinary Resolution to re-elect Dr. Ali Behbahani as a Director:

 

For		Against		Abstain		Broker Non-Votes
500,288,760		308,952		167,862		127,591,670

 

Resolution 3 — Ordinary Resolution to re-elect Mr. James Noble as a Director:

 

For		Against		Abstain		Broker Non-Votes
499,926,492		662,220		176,862		127,591,670

 

Resolution 4 — Ordinary Resolution to re-appoint KPMG LLP as auditors of the Company, to hold office until the conclusion of the next annual general meeting of shareholders:

 

For		Against		Abstain		Broker Non-Votes
500,495,340		129,114		141,120		127,591,670

 

Resolution 5 — Ordinary Resolution to authorize the Audit Committee to determine the Company’s auditors’ remuneration for the fiscal year ending December 31, 2019:

 

For		Against		Abstain		Broker Non-Votes
500,397,624		227,430		140,520		127,591,670

 

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Resolution 6 — Ordinary Resolution to receive the U.K. statutory annual accounts and reports for the fiscal year ended December 31, 2018 and to note that the Directors do not recommend the payment of any dividend for the year ended December 31, 2018:

 

For		Against		Abstain		Broker Non-Votes
499,849,314		724,896		191,364		127,591,670

 

Resolution 7 — Ordinary Resolution to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers for the year ended December 31, 2018:

 

For		Against		Abstain		Broker Non-Votes
494,043,120		2,346,090		4,376,364		127,591,670

 

Resolution 8 — Ordinary Resolution to indicate, on a non-binding advisory basis, the preferred frequency of future shareholder advisory votes on the compensation of the Company’s named executive officers:

 

Every 1 Year		Every 2 Years		Every 3 Years		Abstain		Broker Non-Votes
488,193,248		306,396		649,500		11,616,430		127,591,670

 

Resolution 9 — Ordinary Resolution to receive and approve the Company’s U.K. statutory Directors’ remuneration report for the year ended December 31, 2018:

 

For		Against		Abstain		Broker Non-Votes
496,831,302		767,712		3,166,560		127,591,670

 

Resolution 10 — Ordinary Resolution to authorize the Directors under section 551 of the U.K. Companies Act 2006 (the “2006 Act”), to allot shares in the Company or grant rights to subscribe for or to convert any security into shares:

 

For		Against		Abstain		Broker Non-Votes
476,428,516		24,123,890		213,168		127,591,670

 

Resolution 11 — Special Resolution to empower the Directors to allot equity securities for cash pursuant to section 570(1) of the 2006 Act as if section 561(1) of the 2006 Act did not apply to such allotment:

 

For		Against		Abstain		Broker Non-Votes
435,001,810		65,544,536		219,228		127,591,670

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

	ADAPTIMMUNE THERAPEUTICS PLC
Date: May 2, 2019	By:	/s/ Margaret Henry
		Name: Margaret Henry
		Title: Corporate Secretary

 

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