Item 5.07
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Submission of Matters to a Vote of Security Holders.
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Adaptimmune Therapeutics plc (the “Company”) held its annual
general meeting (the “Annual Meeting”) on May 14, 2021. There were approximately 932,984,520 ordinary shares entitled
to vote at the Annual Meeting based on the number of issued ordinary shares outstanding as of May 12, 2021, of which approximately
878,870,642 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 664,766,564
shares, or approximately 71.25%, 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 14, 2021 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 8, 2021. 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. Lawrence Alleva as a Director:
For
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Against
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Abstain
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Broker Non-Votes
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663,309,596
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1,336,296
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120,672
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268,217,912
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Resolution 2 – Ordinary Resolution to re-elect
Mr. David Mott as a Director:
For
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Against
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Abstain
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Broker Non-Votes
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573,062,876
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91,584,894
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118,794
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268,217,912
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Resolution 3 – Ordinary Resolution to re-elect
Dr. Elliott Sigal as a Director:
For
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Against
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Abstain
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Broker Non-Votes
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654,373,586
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10,272,390
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120,588
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268,217,912
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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
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Against
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Abstain
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Broker Non-Votes
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664,179,044
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500,394
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87,126
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268,217,912
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Resolution 5 – Ordinary Resolution to authorize the Audit Committee
to determine the Company’s auditors’ remuneration for the fiscal year ending December 31, 2021:
For
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Against
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Abstain
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Broker Non-Votes
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664,080,632
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570,504
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115,428
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268,217,912
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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, 2020 and to note that the Directors do not
recommend the payment of any dividend for the year ended December 31, 2020:
For
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Against
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Abstain
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Broker Non-Votes
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664,100,846
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538,140
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127,578
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268,217,912
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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,
2020:
For
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Against
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Abstain
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Broker Non-Votes
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661,563,956
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2,652,246
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550,362
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268,217,912
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Resolution 8 – Ordinary Resolution to receive
and approve the Company’s U.K. statutory Directors’ remuneration report for the year ended December 31, 2020:
For
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Against
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Abstain
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Broker Non-Votes
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662,549,600
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1,878,588
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338,376
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268,217,912
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Resolution 9 – Ordinary Resolution to receive
and approve the Company’s Directors’ remuneration policy, which if approved, will take effect upon conclusion of the Annual
General Meeting:
For
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Against
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Abstain
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Broker Non-Votes
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661,140,212
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3,293,250
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333,102
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268,217,912
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Resolution 10 – 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
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Against
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Abstain
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Broker Non-Votes
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661,732,886
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2,819,880
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213,798
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268,217,912
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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
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Against
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Abstain
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Broker Non-Votes
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588,643,424
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75,870,708
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252,432
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268,217,912
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