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. |
On June 17, 2024, Gritstone bio, Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”). Only stockholders of record at the close of business on April 22, 2024, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 107,130,799 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 61,126,864 shares of the Company’s common stock were voted in person or by proxy for the four proposals set forth below, each of which is described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2024 (the “Proxy Statement”).
Proposal No. 1 – Election of Directors
The Company’s stockholders elected the Class III director nominees below to the Company’s Board of Directors (the “Board”) to hold office until the 2027 Annual Meeting of Stockholders or until their successors are elected.
| Class III Director Nominees |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Elaine Jones, Ph.D. |
35,747,618 | 921,821 | 24,457,425 | |||||||||
| Clare Fisher |
29,466,318 | 7,203,121 | 24,457,425 | |||||||||
Proposal No. 2 – Ratification of Selection of Independent Registered Accounting Firm
The Company’s stockholders ratified the selection, by the Audit Committee of the Board, of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 60,234,183 | 606,524 | 286,157 | — |
Proposal No. 3 – Advisory Vote to Approve the Compensation of our Named Executive Officers
The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 26,983,992 | 9,372,349 | 313,098 | 24,457,425 |
Proposal No. 4 – Advisory Vote on the Preferred Frequency of Stockholder Advisory Votes to Approve the Compensation of our Named Executive Officers
The Company’s stockholders indicated, on a non-binding advisory basis, their preference regarding the frequency of future advisory votes to approve the compensation of the Company’s named executive officers. The votes were casted as follows:
| Every One Year |
Every Two Years |
Every Three Years |
Abstained | |||
| 35,461,738 | 160,604 | 586,463 | 460,634 |
Pursuant to the foregoing non-binding advisory votes, the stockholders approved the frequency for future advisory votes on compensation paid by the Company to its named executive officers of every one year. Consistent with the recommendation of the Company’s Board of Directors and the outcome of the stockholder vote regarding this proposal, the Company’s Board of Directors determined to hold an advisory vote once every year to approve the compensation paid by the Company to its named executive officers.
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 thereunto duly authorized.
| Gritstone bio, Inc. | ||||||
| Date: June 24, 2024 | By: | /s/ Andrew Allen | ||||
| Andrew Allen President and Chief Executive Officer | ||||||