| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As described in Item 5.07 below, at the Annual Meeting of Stockholders of Invivyd, Inc. (the “Company”) held on May 23, 2023 (the “Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) to (i) declassify the Board of Directors of the Company (the “Board”), with each elected director serving for a one-year term until the next year’s annual meeting, and (ii) provide that directors of the Company may be removed with or without cause by the affirmative vote of the holders of at least a majority of the voting power of all then-outstanding shares of capital stock of the Company entitled to vote generally at an election of directors (the “Declassification Amendment”). Subsequent to such approval, on May 23, 2023, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Certificate of Incorporation (the “Certificate of Amendment”), giving effect to the Declassification Amendment. The foregoing summary of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On May 23, 2023, an amendment to the Company’s Amended and Restated Bylaws (the “Bylaws Amendment”) became effective upon the filing and effectiveness of the Certificate of Amendment. The Bylaws Amendment removes references to the classified Board structure and conforms the director removal provisions of the Company’s Amended and Restated Bylaws with the Certificate of Amendment. The foregoing summary of the Bylaws Amendment is qualified in its entirety by reference to the full text of the Bylaws Amendment, which is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 23, 2023, the Company held the Annual Meeting. The following is a summary of the matters voted on at the Annual Meeting and the final voting results as certified by the Company’s independent inspector of election in connection with the Annual Meeting.
Proposal 1: The stockholders of the Company approved the Declassification Amendment, with votes cast as follows:
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
| 100,169,285 | | 91,225 | | 799 | | 3,810,812 |
Proposal 2: The stockholders of the Company elected Christine Lindenboom and Terrance McGuire as directors for a three-year term expiring at the 2026 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal (provided, that due to the fact that the Declassification Amendment was approved and implemented, the terms of such directors will expire at the 2024 Annual Meeting of Stockholders). The votes were cast as follows:
| | | | | | |
Nominee | | For | | Withheld | | Broker Non-Votes |
Christine Lindenboom | | 87,097,935 | | 13,163,374 | | 3,810,812 |
Terrance McGuire | | 75,368,953 | | 24,892,356 | | 3,810,812 |
Proposal 3: The stockholders of the Company ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, with votes cast as follows:
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
| 103,977,497 | | 87,436 | | 7,188 | | — |
