ImmunityBio (IBRX) re-elects full board, ratifies Deloitte as 2026 auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

ImmunityBio, Inc. reported results of its 2026 Annual Meeting of Stockholders held on June 9, 2026. Of 1,047,345,861 common shares outstanding as of April 13, 2026, 885,167,059 shares were represented, about 85% of eligible shares, establishing a quorum.

Stockholders re-elected nine directors, including Patrick Soon-Shiong, M.D., Cheryl L. Cohen, and seven other nominees, each to a one-year term ending at the 2027 annual meeting. Stockholders also ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 882,420,139 votes in favor.

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.

Key Figures

Shares outstanding: 1,047,345,861 shares Shares represented: 885,167,059 shares Meeting participation: approximately 85% +5 more

8 metrics

Shares outstanding 1,047,345,861 shares Common stock outstanding as of April 13, 2026

Shares represented 885,167,059 shares Common stock represented at June 9, 2026 annual meeting

Meeting participation approximately 85% Percentage of outstanding common shares represented at the meeting

Auditor ratification votes for 882,420,139 votes Votes for Deloitte & Touche LLP as 2026 auditor

Auditor ratification votes against 1,675,960 votes Votes against Deloitte & Touche LLP as 2026 auditor

Patrick Soon-Shiong votes for 714,631,732 votes Votes for director nominee Patrick Soon-Shiong, M.D.

Bruce Wendel votes for 732,149,734 votes Votes for director nominee Bruce Wendel

Broker non-votes on directors 151,521,174 votes Broker non-votes recorded on each director election

Key Terms

Annual Meeting of Stockholders, quorum, broker non-votes, independent registered public accounting firm, +1 more

5 terms

Annual Meeting of Stockholders financial

"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)."

quorum financial

"constituting (i) a quorum under the Company’s bylaws"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

broker non-votes financial

"Votes “For” | Votes “Withheld” | “Broker Non-Votes”"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"independent registered public accounting firm for the fiscal year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Emerging growth company financial

"Emerging growth company Item 5.07 Submission of Matters"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

06/10/2026 - 05:24 PM

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 9, 2026

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)

(844) 696-5235

(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

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 9, 2026, ImmunityBio, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Of the 1,047,345,861 shares of our common stock, par value $0.0001 per share (“Common Stock”) outstanding as of April 13, 2026, 885,167,059 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 85% 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 for a one year term expiring at the 2027 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.	714,631,732	19,014,153	151,521,174
Cheryl L. Cohen	731,554,649	2,091,236	151,521,174
Richard Adcock	731,960,821	1,685,064	151,521,174
Michael D. Blaszyk	722,575,150	11,070,735	151,521,174
Wesley Clark	729,527,285	4,118,600	151,521,174
Linda Maxwell, M.D.	717,976,024	15,669,861	151,521,174
Christobel Selecky	722,387,537	11,258,348	151,521,174
Barry J. Simon, M.D.	731,770,436	1,875,449	151,521,174
Bruce Wendel	732,149,734	1,496,151	151,521,174

2.Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified by our stockholders based on the following results of voting:


Votes “For”	Votes “Against”	Abstentions	“Broker Non-Votes”

882,420,139	1,675,960	1,070,960	—

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description


104						Cover page interactive data file (embedded within the Inline XBRL document)

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 10, 2026	By:	/s/ David C. Sachs
		David C. Sachs
		Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did ImmunityBio (IBRX) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing nine directors and ratifying Deloitte & Touche LLP as auditor. All nine director nominees were re-elected for one-year terms, and Deloitte & Touche LLP was ratified as independent registered public accounting firm for the fiscal year ending December 31, 2026.

How many ImmunityBio (IBRX) shares were represented at the 2026 annual meeting?

A total of 885,167,059 common shares were represented at the 2026 annual meeting. This was out of 1,047,345,861 common shares outstanding as of April 13, 2026, meaning about 85% of the eligible shares were present or represented by proxy for voting.

Were all ImmunityBio (IBRX) director nominees re-elected in 2026?

Yes, all nine director nominees were re-elected. The slate included Patrick Soon-Shiong, M.D., Cheryl L. Cohen, Richard Adcock, Michael D. Blaszyk, Wesley Clark, Linda Maxwell, M.D., Christobel Selecky, Barry J. Simon, M.D., and Bruce Wendel, each to serve until the 2027 annual meeting or earlier departure.

How did ImmunityBio (IBRX) shareholders vote on the 2026 auditor ratification?

Shareholders strongly supported ratifying Deloitte & Touche LLP as auditor. The proposal received 882,420,139 votes for, 1,675,960 votes against, and 1,070,960 abstentions, with no broker non-votes recorded on this ratification item for the 2026 fiscal year.

What level of support did Patrick Soon-Shiong, M.D. receive in the ImmunityBio (IBRX) director vote?

Patrick Soon-Shiong, M.D. received 714,631,732 votes for his re-election and 19,014,153 votes withheld. There were also 151,521,174 broker non-votes on his election, reflecting shares present but not voting on this particular director proposal.

Which ImmunityBio (IBRX) director nominee received the highest number of votes for re-election?

Bruce Wendel received the highest number of votes for re-election, with 732,149,734 votes for and 1,496,151 votes withheld. There were also 151,521,174 broker non-votes recorded on his election proposal at the 2026 Annual Meeting of Stockholders.

Filing Exhibits & Attachments

3 documents