Lyell Immunopharma (NASDAQ: LYEL) reports 2026 shareholder meeting and director elections

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What did Lyell Immunopharma (LYEL) stockholders vote on at the 2026 annual meeting?

How many Lyell Immunopharma (LYEL) shares were represented at the 2026 annual meeting?

Were Lyell Immunopharma (LYEL) director nominees elected at the 2026 meeting?

How did Lyell Immunopharma (LYEL) stockholders vote on one of the non-director proposals?

What were the voting results for the Lyell Immunopharma (LYEL) proposal with broker non-votes?

What was the record date for Lyell Immunopharma (LYEL) stockholders entitled to vote?

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Lyell Immunopharma, Inc. reported the voting results from its 2026 annual meeting of stockholders. A quorum was established, with 15,706,826 shares represented, equal to 67.31% of the 23,332,254 shares outstanding as of April 14, 2026.

Stockholders elected Richard Klausner, M.D., Otis Brawley, M.D., and William Rieflin to the board, each receiving more than 11.8 million votes in favor. Stockholders also approved a proposal with 15,674,347 votes for and 30,758 against, and an additional proposal received 11,860,218 votes for and 3,429,286 broker non-votes.

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

1 item

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.

Shares represented at meeting: 15,706,826 shares Quorum percentage: 67.31% Shares outstanding: 23,332,254 shares +4 more

7 metrics

Shares represented at meeting 15,706,826 shares Common stock present at 2026 annual meeting

Quorum percentage 67.31% Shares represented vs. 23,332,254 outstanding as of April 14, 2026

Shares outstanding 23,332,254 shares Common stock outstanding as of April 14, 2026 record date

Votes for Richard Klausner, M.D. 12,177,913 votes Director election at 2026 annual meeting

Votes for William Rieflin 12,192,547 votes Director election at 2026 annual meeting

Proposal votes (no broker non-votes) 15,674,347 for; 30,758 against One non-director proposal with 1,721 abstentions

Proposal votes with broker non-votes 11,860,218 for; 3,429,286 broker non-votes Non-director proposal with 6,613 against and 410,709 abstentions

quorum, broker non-votes, abstentions, proxy statement, +1 more

5 terms

quorum regulatory

"constituting a quorum for the transaction of business"

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 regulatory

"Broker Non-Votes | | | | 3,429,286 | | | | 15,706,826"

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.

abstentions regulatory

proxy statement regulatory

"described in more detail in the Company’s definitive proxy statement on Schedule 14A"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

record date regulatory

"outstanding as of the close of business on April 14, 2026, the record date for the Annual Meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

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Understanding 8-K Material Events →

06/15/2026 - 04:05 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 10, 2026

Lyell Immunopharma, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-40502

83-1300510

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


201 Haskins Way
South San Francisco, California		94080
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 650 695-0677

(Former Name or Former Address, if Changed Since Last Report)

Not Applicable

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, $0.0001 par value per share

LYEL

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 10, 2026, Lyell Immunopharma, Inc. (the “Company”) virtually held its 2026 annual meeting of stockholders (the “Annual Meeting”). Present at the beginning of the Annual Meeting via remote communication or by proxy were the holders of 15,706,826 shares of common stock of the Company, representing 67.31% of the 23,332,254 shares of common stock outstanding as of the close of business on April 14, 2026, the record date for the Annual Meeting, and constituting a quorum for the transaction of business.

At the Annual Meeting, the Company’s stockholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 24, 2026 (the “Proxy Statement”). The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for or against each matter and, if applicable, the number of votes withheld, abstentions and broker non-votes with respect to each matter.

To elect the following Class II directors to hold office until the Company’s 2029 annual meeting of stockholders. The voting results were as follows:


Name	Votes For		Votes Withheld		Broker Non-Votes		Total
Richard Klausner, M.D.		12,177,913		99,627		3,429,286		15,706,826
Otis Brawley, M.D.		11,866,210		411,330		3,429,286		15,706,826
William Rieflin		12,192,547		84,993		3,429,286		15,706,826

To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The voting results were as follows:


Votes For	Votes Against	Abstentions	Total
15,674,347	30,758	1,721	15,706,826

To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement. The voting results were as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes	Total
11,860,218	6,613	410,709	3,429,286	15,706,826

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 thereunto duly authorized.

Source: View Original Filing on SEC EDGAR

Stockholders voted on three proposals, including electing three directors and two additional matters. Each proposal is described in the company’s April 24, 2026 proxy statement, and all received strong support based on the reported vote totals and relatively low opposing and abstaining votes.

A total of 15,706,826 shares of common stock were represented, either by remote communication or proxy. This represented 67.31% of the 23,332,254 shares outstanding as of April 14, 2026, which was the record date for determining stockholders entitled to vote.

Yes. Director nominees Richard Klausner, M.D., Otis Brawley, M.D., and William Rieflin were elected. Each received over 11.8 million votes for, with relatively few votes withheld and 3,429,286 broker non-votes reported in each case, confirming their election to the board.

One proposal received 15,674,347 votes for, 30,758 votes against, and 1,721 abstentions, out of 15,706,826 total votes. The strong majority of votes in favor indicates that this proposal passed comfortably under typical corporate voting standards disclosed in proxy materials.

Another proposal received 11,860,218 votes for, 6,613 against, 410,709 abstentions, and 3,429,286 broker non-votes, for a total of 15,706,826. Broker non-votes generally arise when brokers lack authority to vote uninstructed shares on certain matters deemed non-routine.

The record date for determining stockholders entitled to vote at the 2026 annual meeting was April 14, 2026. Only holders of Lyell Immunopharma common stock as of the close of business on that date could vote on the proposals presented.

Lyell Immunopharma, Inc.

Date: June 15, 2026

/s/ Mark Meltz

Mark Meltz

General Counsel

3 documents