[8-K] HilleVax, Inc. Reports Material Event

Rhea-AI Filing Summary

HilleVax, Inc. filed a Form 8-K to report the results of its 23 June 2025 Annual Meeting of Stockholders. Two routine governance items were presented:

• Election of three Class III directors – Robert Hershberg, Jeryl Hilleman and Aditya Kohli were each re-elected for three-year terms, receiving roughly 22.0-22.4 million votes for and 1.5-1.8 million votes withheld; 14.5 million broker non-votes were recorded.
• Ratification of auditor – Ernst & Young LLP was confirmed as the Company’s independent registered public accounting firm for fiscal 2025 with 38.24 million votes for, 0.13 million against and 8,105 abstentions.

No other business or financial information was disclosed. The filing indicates normal, uncontested corporate governance with shareholder support for both board composition and external audit appointment.

Insights

Corporate Governance Analyst

TL;DR – Routine AGM: directors and auditor approved; neutral impact.

The 2025 AGM produced expected outcomes: the full director slate was re-elected with overwhelming support (≈93% of votes cast) and Ernst & Young was retained with 99.6% approval. There were no shareholder proposals, contested elections or changes to capital structure. Consequently, risk profile, strategic direction and financial outlook remain unchanged. Investors typically view such filings as housekeeping items, so minimal market reaction is anticipated.

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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 23, 2025

HILLEVAX, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-41365	85-0545060
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
321 Harrison Avenue
Boston, Massachusetts				02118
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 617 213-5054

(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:

☐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		HLVX		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.

On June 23, 2025, HilleVax, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, stockholders voted on the matters disclosed in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2025. The final voting results for the matters submitted to a vote of stockholders were as follows:

Proposal No. 1 - Election of Class III Directors

At the Annual Meeting, the Company’s stockholders elected the persons listed below as Class III directors for a three-year term expiring at the Company’s 2028 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified:

Directors		Votes For				Withheld				Broker Non-Votes
Robert Hershberg, M.D., Ph.D.		22,286,355				1,574,443				14,522,437
Jeryl Hilleman		22,039,977				1,820,821				14,522,437
Aditya Kohli, Ph.D.		22,355,721				1,505,077				14,522,437

Proposal No. 2 - Ratification of Independent Registered Public Accounting Firm

At the Annual Meeting, the Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2025:

Votes For		Votes Against		Abstentions
38,241,645		133,485		8,105

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.

			HilleVax, Inc.
Date:	June 25, 2025	By:	/s/ Paul S. Bavier
			Name: Paul S. Bavier Title: General Counsel and Chief Administrative Officer

FAQ

What matters were voted on at HLVX's 2025 Annual Meeting?

Shareholders voted on two items: election of three Class III directors and ratification of Ernst & Young LLP as independent auditor.

Were HilleVax (HLVX) directors re-elected?

Yes. Robert Hershberg, Jeryl Hilleman and Aditya Kohli were each re-elected for three-year terms ending in 2028.

How many votes supported Ernst & Young as HLVX's auditor?

38,241,645 votes were cast in favor, representing 99.6% support.

Did any proposals fail at HLVX's 2025 AGM?

No. Both proposals—director elections and auditor ratification—passed by large margins.

Does the Form 8-K include financial or earnings data for HLVX?

No. The filing covers only AGM voting results and contains no financial metrics.