Lyell Immunopharma, Inc. 8-K

What Happened Lyell Immunopharma, Inc. (LYEL) filed an 8-K reporting the certified results of its virtual 2026 annual meeting of stockholders held June 10, 2026. Holders of 15,706,826 shares (67.31% of 23,332,254 shares outstanding as of the April 14, 2026 record date) were present by remote communication or proxy, constituting a quorum. Stockholders elected three Class II directors to serve until the 2029 annual meeting, ratified Ernst & Young LLP as the independent registered public accounting firm for fiscal 2026, and approved, on an advisory basis, the compensation of the named executive officers.

Key Details

• Meeting turnout: 15,706,826 shares present (67.31% of 23,332,254 outstanding as of April 14, 2026).
• Director elections (terms to 2029):
  • Richard Klausner, M.D.: 12,177,913 for; 99,627 withheld; 3,429,286 broker non-votes.
  • Otis Brawley, M.D.: 11,866,210 for; 411,330 withheld; 3,429,286 broker non-votes.
  • William Rieflin: 12,192,547 for; 84,993 withheld; 3,429,286 broker non-votes.
• Auditor ratification: Ernst & Young LLP ratified — 15,674,347 for; 30,758 against; 1,721 abstentions.
• Advisory executive compensation (say-on-pay): 11,860,218 for; 6,613 against; 410,709 abstentions; 3,429,286 broker non-votes.

Why It Matters These certified results confirm the company’s board composition for the next three years and formalize Ernst & Young as the auditor for the 2026 fiscal year—both routine but material corporate governance outcomes. The strong advisory approval for executive compensation (overwhelmingly in favor among votes cast) signals broad shareholder support among voting holders, while the sizeable broker non-votes reflect shares held by brokers without voting instructions and do not count toward the advisory tallies.