ALLO Investors Re-Elect Board, Approve Say-on-Pay at Annual Meeting

Rhea-AI Filing Summary

Allogene Therapeutics (Nasdaq: ALLO) filed a Form 8-K reporting the voting results of its 2025 Annual Meeting of Stockholders held on June 18, 2025.

• Director elections: Stockholders re-elected Elizabeth Barrett (131,435,760 FOR), Arie Belldegrun M.D. (150,891,245 FOR) and David Chang M.D. Ph.D. (153,721,017 FOR) as Class I directors, each to serve until the 2028 annual meeting. Broker non-votes totaled 33,512,034 shares.
• Executive compensation: The non-binding advisory vote approved the compensation of named executive officers with 139,947,868 FOR versus 14,233,309 AGAINST and 3,184,237 abstentions.
• Auditor ratification: Ernst & Young LLP was confirmed as independent registered public accounting firm for fiscal 2025 with 190,111,256 FOR and only 414,604 AGAINST.

No other items were presented. The filing contains no updates on financial performance, strategic initiatives, or legal matters.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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0001737287FALSE00017372872025-06-182025-06-18

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 18, 2025

_______________________

Allogene Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

____________________________

Delaware			001-38693			82-3562771
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

210 East Grand Avenue, South San Francisco, California 94080

(Address of principal executive offices including zip code)

Registrant’s telephone number, including area code: (650) 457-2700

(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, $0.001 par value per share

ALLO

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in 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.

On June 18, 2025, Allogene Therapeutics, Inc. (the "Company") held its 2025 Annual Meeting of Stockholders (the "Annual Meeting"). As of April 22, 2025, the record date for the Annual Meeting, 218,705,245 shares of common stock were outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by stockholders at the Annual Meeting is set forth below.

Proposal 1. Election of Directors

The Company’s stockholders elected the three persons listed below as Class I Directors, each to serve until the Company’s 2028 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The final voting results are as follows:

			Votes For						Votes Withheld						Broker Non-Votes
Elizabeth Barrett			131,435,760						25,929,654						33,512,034
Arie Belldegrun, M.D.			150,891,245						6,474,169						33,512,034
David Chang, M.D., Ph.D.			153,721,017						3,644,397						33,512,034

Proposal 2. Approval, on an Advisory Basis, of the Compensation of the Company's Named Executive Officers

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the proxy statement for the Annual Meeting. The final voting results are as follows:

			Votes For						Votes Against						Abstentions						Broker Non-Votes
			139,947,868						14,233,309						3,184,237						33,512,034

Proposal 3. Ratification of the Selection of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the selection by the Audit Committee of the Company’s Board of Directors of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The final voting results are as follows:

			Votes For						Votes Against						Abstentions						Broker Non-Votes
			190,111,256						414,604						351,588						0

Item 9.01    Financial Statements and Exhibits.

(d)
Exhibit Number						Description
104						The cover page of this report has been formatted in Inline XBRL.

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.

			ALLOGENE THERAPEUTICS, INC.
			By:			/s/ David Chang, M.D., Ph.D.
						David Chang, M.D., Ph.D.
						President, Chief Executive Officer

Dated: June 23, 2025

FAQ

Which directors did ALLO stockholders re-elect at the 2025 annual meeting?

Elizabeth Barrett, Arie Belldegrun M.D., and David Chang M.D. Ph.D. were re-elected as Class I directors to serve until 2028.

How did ALLO investors vote on executive compensation in 2025?

The advisory Say-on-Pay resolution passed with 139,947,868 votes FOR, 14,233,309 AGAINST, and 3,184,237 abstentions.

Who will audit ALLO for the fiscal year ending December 31, 2025?

Stockholders ratified Ernst & Young LLP as ALLO's independent registered public accounting firm with 190,111,256 votes FOR.

Until what year will the newly elected Class I directors of ALLO serve?

Each re-elected Class I director will serve until the 2028 Annual Meeting of Stockholders and until a successor is duly elected.