FALSE000132611000013261102022-06-142022-06-14

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): June 14, 2022
ImmunityBio, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-37507 43-1979754
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
3530 John Hopkins Court
San Diego, California 92121
(Address of principal executive offices, including zip code)
(858) 633-0300
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
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(s)
Name of each exchange
on which registered
Common Stock, par value $0.0001 per share IBRX 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. ☐



Section 5 – Corporate Governance and Management
Item 5.07    Submission of Matters to a Vote of Security Holders.
On June 14, 2022, the company held its Annual Meeting of Stockholders (the “Annual Meeting”). Of the 397,953,809 shares of our common stock, par value $0.0001 per share (“Common Stock”) outstanding as of April 18, 2022, 360,245,879 shares of Common Stock were represented, either by attending the Annual Meeting virtually or by proxy, constituting (i) a quorum under the company’s bylaws and (ii) approximately 90% of the outstanding shares of Common Stock entitled to vote. The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below.
1.Election of Nine Directors. The following nominees were re-elected by the holders of our Common Stock to serve as directors to serve for a one year term expiring at the 2023 annual meeting of stockholders based on the following results of voting. Each director’s term continues until the election and qualification of his or her successor, or until his or her earlier retirement, resignation, disqualification, removal, or death.
Nominee Votes “For” Votes “Withheld” “Broker Non-Votes”
Patrick Soon-Shiong, M.D. 330,988,601 8,776,498 20,480,780
Richard Adcock 337,784,970 1,980,129 20,480,780
Barry J. Simon, M.D. 333,758,664 6,006,435 20,480,780
Michael D. Blaszyk 330,584,869 9,180,230 20,480,780
John Owen Brennan 334,703,359 5,061,740 20,480,780
Wesley Clark 334,670,290 5,094,809 20,480,780
Cheryl L. Cohen 334,796,481 4,968,618 20,480,780
Linda Maxwell, M.D. 333,041,382 6,723,717 20,480,780
Christobel Selecky 333,012,635 6,752,464 20,480,780
2.Approval of Amendment to Increase the Number of Shares of Common Stock Authorized for Issuance under the ImmunityBio, Inc. 2015 Equity Incentive Plan. The amendment to increase the number of shares of common stock authorized for issuance under the company’s 2015 Equity Incentive Plan by 19,900,000 shares was approved based on the following results of voting:
Votes “For” Votes “Against” Abstentions “Broker Non-Votes”
323,063,732 16,456,591 244,776 20,480,780
3.Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified based on the following results of voting:
Votes “For” Votes “Against” Abstentions “Broker Non-Votes”
358,682,234 1,383,429 180,216



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 hereunto duly authorized.
IMMUNITYBIO, INC.
Date: June 14, 2022
By: /s/ David Sachs
David Sachs
Chief Financial Officer

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