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, 2020

 

ADAPTIMMUNE THERAPEUTICS PLC

(Exact name of registrant as specified in its charter)

 

England and Wales		1-37368		Not Applicable
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

 

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)

  

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		Name of each exchange on which registered
American Depositary Shares, each representing 6 Ordinary Shares, par value £0.001 per share		ADAP		The Nasdaq Global Select Market

 

 

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 ¨

 

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. ¨

 

 

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 29, 2020. There were approximately 780,654,630 ordinary shares entitled to vote at the Annual Meeting based on the number of issued ordinary shares outstanding as of May 27, 2020, of which approximately 724,125,752 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 631,200,566 shares, or approximately 80.86%, 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 29, 2020 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 April 20, 2020. All matters were approved by a show of hands in accordance with the Company’s Articles of Association. Set forth below are the total number of proxy votes received for and against each matter, 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. Adrian Rawcliffe as a Director:

 

For				Against				Abstain				Broker Non-Votes
	630,610,400				358,974				231,192				149,454,020

 

Resolution 2 – Ordinary Resolution to re-elect Ms. Barbara Duncan as a Director:

 

For				Against				Abstain				Broker Non-Votes
	625,735,058				5,281,884				183,624				149,454,020

 

Resolution 3 – Ordinary Resolution to re-elect Dr. Tal Zaks as a Director:

 

For				Against				Abstain				Broker Non-Votes
	626,575,898				4,438,590				186,078				149,454,020

 

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
	630,802,802				243,438				154,326				149,454,020

 

Resolution 5 – Ordinary Resolution to authorize the Audit Committee to determine the Company’s auditors’ remuneration for the fiscal year ending December 31, 2020:

 

For				Against				Abstain				Broker Non-Votes
	630,195,362				834,240				170,964				149,454,020

 

 

Resolution 6 – Ordinary Resolution to receive the U.K. statutory annual accounts and reports for the fiscal year ended December 31, 2019 and to note that the Directors do not recommend the payment of any dividend for the year ended December 31, 2019:

 

For				Against				Abstain				Broker Non-Votes
	629,979,896				1,086,930				133,740				149,454,020

 

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, 2019:

 

For				Against				Abstain				Broker Non-Votes
	624,514,856				1,969,536				4,716,174				149,454,020

 

Resolution 8 – Ordinary Resolution to receive and approve the Company’s U.K. statutory Directors’ remuneration report for the year ended December 31, 2019:

 

For				Against				Abstain				Broker Non-Votes
	629,334,818				1,648,878				216,870				149,454,020

 

Resolution 9 – Ordinary Resolution to authorize the Directors, in accordance with 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
	628,161,536				2,813,088				225,942				149,454,020

 

Resolution 10 – 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
	615,094,422				15,884,528				221,616				149,454,020

 

 

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 29, 2020	By:	/s/ Margaret Henry
		Name:  Margaret Henry
		Title:    Corporate Secretary