| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 15, 2023, AlloVir, Inc. (the “Company”) filed a certificate of amendment to its amended and restated certificate of incorporation (the “Charter Amendment”) with the Secretary of State of the State of Delaware to increase the authorized shares of common stock from 150,000,000 to 300,000,000. As further described under Item 5.07 below, the proposal for the amendment was approved by the Company’s stockholders at the Company’s 2023 annual meeting of stockholders held on May 11, 2023 (the “Annual Meeting”).
A copy of the Charter Amendment, which became effective immediately upon filing with the Secretary of State of the State of Delaware, is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 5.03. The foregoing description of the amendments effected by the Charter Amendment is qualified by reference to Exhibit 3.1 hereto.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its Annual Meeting Annual Meeting on May 11, 2023. As of March 15, 2023, the record date for the Annual Meeting, there were 93,511,558 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. The Company’s stockholders voted on the following matters, which are described in detail in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on March 31, 2023: (i) to elect each of Jeffrey Bornstein, Diana Brainard, M.D., David Hallal and Shawn Tomasello as a Class III member of the board of directors, to serve until the Company’s 2026 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified (“Proposal 1”), (ii) to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 (“Proposal 2”) and (iii) to amend the Company’s Third Amended and Restated Certificate of Incorporation (“Charter”) to increase the authorized shares of common stock of the Company from 150,000,000 shares to 300,000,000 shares (“Proposal 3”).
The Company’s stockholders approved the Class III director nominees recommended for election in Proposal 1 at the Annual Meeting. The Company’s stockholders voted for the Class III directors as follows:
| | | | | | | | | | | | |
Class III Director Nominee | | For | | | Withhold | | | Broker Non-
Votes | |
Jeffrey Bornstein | | | 51,184,647 | | | | 11,888,021 | | | | 24,044,016 | |
Diana Brainard, M.D. | | | 54,972,729 | | | | 8,099,939 | | | | 24,044,016 | |
David Hallal | | | 54,298,062 | | | | 8,774,606 | | | | 24,044,016 | |
Shawn Tomasello | | | 51,020,208 | | | | 12,052,460 | | | | 24,044,016 | |
The Company’s stockholders approved Proposal 2. The votes cast at the Annual Meeting were as follows:
| | | | |
For | | Against | | Abstain |
| 86,411,460 | | 689,359 | | 15,865 |
The Company’s stockholders approved Proposal 3. The votes cast at the Annual Meeting were as follows*:
| | | | |
For | | Against | | Abstain |
| 86,571,410 | | 544,049 | | 1,225 |
| * | No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting. |
