| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 10, 2023, the Board of Directors (the “Board”) of Alector, Inc. (“Alector”) approved Alector’s Amended and Restated Bylaws (the “Bylaws”) effective as of June 15, 2023. The Bylaws were amended and restated to, among other things:
| | • | | enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at Alector’s annual meeting of stockholders (except for proposals properly made in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), including by requiring additional background information and disclosures regarding proposing stockholders, proposed nominees and business, and other persons related to a stockholder’s solicitation of proxies; |
| | • | | change certain provisions relating to stockholder nominees for election as a director to address the new “universal proxy rules” in accordance with Rule 14a-19 under the Exchange Act; |
| | • | | revise certain additional procedures related to stockholder meetings to conform to the provisions of the Delaware General Corporation Law, as recently amended (the “DGCL”), including but not limited to, provisions relating to delivery of notices of stockholder meetings, quorum, communications regarding adjourned stockholder meetings, conduct of business at meetings, and the preparation of the stockholder list in connection with stockholder meetings; |
| | • | | update various provisions regarding directors, Board committees, and officers, including but not limited to requirements for action by written consent of the Board; and |
| | • | | make various updates throughout to conform to current Delaware law (including the recent amendments to the DGCL) and to make ministerial changes, clarifications, and other conforming revisions. |
The foregoing description of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 14, 2023, Alector held its 2023 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, Alector’s stockholders voted on three proposals, each of which is described in more detail in the definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 27, 2023. The following is a brief description of each matter voted on and the certified results, including the number of votes cast for and against each matter, and if applicable, the number of abstentions and broker non-votes with respect to each matter.
1. The Class II director nominees were elected to serve until Alector’s 2026 annual meeting of stockholders and until their successors are elected and qualified. The voting results were as follows:
| | | | | | |
| Director Name | | Votes For | | Votes Withheld | | Broker Non-Vote |
Elizabeth Garofalo, M.D. | | 60,676,396 | | 918,292 | | 11,001,084 |
Terry McGuire | | 54,251,697 | | 7,342,991 | | 11,001,084 |
Kristine Yaffe, M.D. | | 54,111,053 | | 7,483,635 | | 11,001,084 |
2. Stockholders ratified the appointment of Ernst & Young LLP as Alector’s independent registered accounting firm for the fiscal year ending December 31, 2023. The voting results were as follows:
| | | | | | |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Vote |
| 72,466,471 | | 64,571 | | 64,730 | | 0 |
3. Stockholders approved, on a non-binding advisory basis, the compensation of Alector’s named executive officers as disclosed in the proxy statement for the Annual Meeting, known as the Say-on-Pay vote. The voting results were as follows:
| | | | | | |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Vote |
| 58,053,865 | | 3,397,559 | | 143,263 | | 11,001,085 |
