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Lineage Cell (NYSE: LCTX) investors back board, say-on-pay as OPC1 grant bid withdrawn

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Lineage Cell Therapeutics held its annual shareholder meeting, where investors elected seven directors to serve until the 2027 meeting. Each nominee, including CEO Brian M. Culley and Chair Angus C. Russell, received over 89.9 million votes in favor, with sizable broker non-votes.

Shareholders also ratified Baker Tilly US, LLP as independent auditor for the 2026 fiscal year and approved, on an advisory basis, the compensation program for named executive officers. Separately, Lineage withdrew its application for a CIRM CLIN2 grant for OPC1 but stated that this withdrawal does not affect its current or planned development of OPC1 in the ongoing DOSED spinal cord injury study.

Positive

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Negative

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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 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Director votes for Mulroy 90,383,337 votes Votes for Michael H. Mulroy as director at 2026 annual meeting
Highest director support 90,549,317 votes Votes for Anula Jayasuriya as director at 2026 annual meeting
Broker non-votes on director items 73,917,854 votes Broker non-votes reported for each director nominee
Auditor ratification support 163,825,928 votes for Ratification of Baker Tilly US, LLP for fiscal year 2026
Auditor ratification opposition 659,670 votes against Votes against ratifying Baker Tilly US, LLP
Say-on-pay support 88,328,168 votes for Advisory approval of named executive officer compensation
Say-on-pay broker non-votes 73,917,854 votes Broker non-votes on the advisory compensation resolution
CIRM grant timing June 9, 2026 Date Lineage withdrew its CIRM CLIN2 grant application
broker non-votes financial
"the final voting results, including ... the number of 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
"ratified the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm"
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.
advisory basis financial
"Shareholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers"
Clinical Trial (CLIN2) award medical
"applied for a Clinical Trial (CLIN2) award (the “CIRM Grant”) from the California Institute for Regenerative Medicine"
spinal parenchyma medical
"device designed to administer OPC1 to the spinal parenchyma in both subacute and chronic SCI participants"
subacute (between 21 to 42 days following injury) medical
"in both subacute (between 21 to 42 days following injury) and chronic (between 1 to 5 years following injury) SCI participants"
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Understanding 8-K Material Events →
false000087634300008763432026-06-102026-06-10

 

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

 

 

Lineage Cell Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

California

001-12830

94-3127919

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

2173 Salk Avenue, Suite 200

 

Carlsbad, California

 

92008

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (442) 287-8990

 

 

(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 shares

 

LCTX

 

NYSE American LLC

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.

The annual meeting of shareholders (the “Annual Meeting”) of Lineage Cell Therapeutics, Inc. (the “Company”), was held on June 10, 2026 and involved the election of directors of the Company and two other matters voted upon by the Company’s shareholders. The matters voted upon at the Annual Meeting are described in detail in the Company’s definitive proxy statement for the Annual Meeting (the “Proxy Statement”), which was filed with the U.S. Securities and Exchange Commission on April 29, 2026, and is incorporated herein by reference. Below is a brief description of each such matter and the final voting results, including the number of votes cast for, withheld or against, the number of abstentions and the number of broker non-votes with respect to each matter, as applicable. Voting results are, when applicable, reported by rounding fractional share voting down to the nearest whole number.

1.
Shareholders elected the seven nominees named below to the Company’s board to hold office until the Company’s 2027 annual meeting of shareholders and until their respective successors are duly elected and qualified by the following votes:

Nominee

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

 

Michael H. Mulroy

 

90,383,337

 

1,201,448

 

73,917,854

 

Dipti Amin

 

90,428,362

 

1,156,423

 

73,917,854

 

Deborah Andrews

 

90,328,622

 

1,256,163

 

73,917,854

 

Angus C. Russell

 

90,464,859

 

1,119,926

 

73,917,854

 

Neal C. Bradsher

 

90,514,702

 

1,070,083

 

73,917,854

 

Brian M. Culley

 

89,917,990

 

1,666,795

 

73,917,854

 

Anula Jayasuriya

 

90,549,317

 

1,035,468

 

73,917,854

 

 

2.
Shareholders ratified the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 by the following votes:

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

163,825,928

 

659,670

 

1,017,041

 

—

 

3.
Shareholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers, as set forth in the Proxy Statement, by the following votes:

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

88,328,168

 

2,600,932

 

655,685

 

73,917,854

 

Item 8.01 Other Events.

As previously reported, in January 2026, the Company applied for a Clinical Trial (CLIN2) award (the “CIRM Grant”) from the California Institute for Regenerative Medicine (“CIRM”) to support continued clinical development of OPC1 for the treatment of spinal cord injuries (“SCI”). On June 9, 2026, following comments to the application received by the Company from CIRM, the Company elected to withdraw its application for the CIRM Grant. The withdrawal of the application does not impact the Company’s current and planned development of OPC1 in the ongoing DOSED (Delivery of Oligodendrocyte Progenitor Cells for Spinal Cord Injury: Evaluation of a Novel Device) clinical study to evaluate the safety and utility of a novel spinal cord delivery device designed to administer OPC1 to the spinal parenchyma in both subacute (between 21 to 42 days following injury) and chronic (between 1 to 5 years following injury) SCI participants.

 

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.

 

 

 

Lineage Cell Therapeutics, Inc.

 

 

 

 

Date:

June 12, 2026

By:

/s/ George A. Samuel III

 

 

Name:

Title:

George A. Samuel III
General Counsel and Corporate Secretary

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Lineage Cell Therapeutics (LCTX) shareholders approve at the 2026 annual meeting?

Shareholders elected seven directors, ratified Baker Tilly US, LLP as the 2026 independent auditor, and approved, on an advisory basis, compensation for named executive officers. All proposals received strong support, with only limited votes against or abstentions.

How strongly were Lineage Cell Therapeutics (LCTX) directors supported in the 2026 vote?

Each of the seven director nominees received roughly 89.9–90.5 million votes for election, with about 1.0–1.7 million votes withheld. There were 73,917,854 broker non-votes reported for each nominee, reflecting shares not voted on the director proposals.

Was the auditor ratification for Lineage Cell Therapeutics (LCTX) approved?

Yes. Shareholders ratified Baker Tilly US, LLP as the independent registered public accounting firm for 2026 with 163,825,928 votes for, 659,670 against, and 1,017,041 abstentions. There were no broker non-votes reported on this ratification item.

Did Lineage Cell Therapeutics (LCTX) shareholders approve say-on-pay in 2026?

Yes. The advisory vote on executive compensation passed with 88,328,168 votes for, 2,600,932 against, and 655,685 abstentions. There were 73,917,854 broker non-votes, as some intermediaries did not vote client shares on this non-routine item.

What happened with Lineage Cell Therapeutics’ (LCTX) CIRM grant application for OPC1?

In January 2026, Lineage applied for a CIRM CLIN2 grant to support OPC1 for spinal cord injury. After receiving comments from CIRM, the company withdrew the application on June 9, 2026. It states this does not affect current or planned OPC1 development in the DOSED trial.

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