{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-23-154233","form_type":"8-K","ticker":"IVVD","cik":"0001832038","company_name":"Invivyd, Inc.","filed_at":"2023-05-25T23:59:59+00:00","discovered_at":"2026-05-14T18:03:40.989139+00:00","generated_at":"2026-06-14T14:54:44.826774+00:00","sec_items":["5.03","5.07","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.4,"calibrated_materiality_score":0.4,"confidence":"high","headline":"Invivyd shareholders approve board declassification; two directors elected for terms ending 2024","bullets":["Stockholders approved declassification amendment to certificate of incorporation, effective May 23, 2023.","Votes: 100,169,285 for, 91,225 against, 799 abstain on the declassification proposal.","Christine Lindenboom and Terrance McGuire elected as directors; due to declassification, terms expire at 2024 annual meeting.","Ratification of PricewaterhouseCoopers as independent auditor for FY2023 passed with 103,977,497 votes for."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-23-154233","json":"https://secwatch.observer/filing/0001193125-23-154233.json","markdown":"https://secwatch.observer/filing/0001193125-23-154233.md","text":"https://secwatch.observer/filing/0001193125-23-154233.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1832038/000119312523154233/0001193125-23-154233-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1832038/000119312523154233/d473409d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-14T14:54:44.826774+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"d4e1bd873b1901a34631c94c4425296db9849604","claim":"Invivyd, Inc.: Amended Bylaws to remove references to the classified Board structure and conform director removal provisions with the Certificate of Amendment (effective 2023-05-23).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1832038/000119312523154233/0001193125-23-154233-index.htm","confidence":0.98,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2023-05-23"}],"fact_type":"governance_change"},{"claim_id":"f4093079012b17b4f45ad8aa05e8b6dd195db707","claim":"Invivyd, Inc.: Stockholders approved an amendment to the Amended and Restated Certificate of Incorporation to declassify the Board of Directors and allow removal of directors with or without cause by majority vote of the outstanding voting shares (effective 2023-05-23).","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1832038/000119312523154233/0001193125-23-154233-index.htm","confidence":0.98,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2023-05-23"}],"fact_type":"governance_change"},{"claim_id":"09e0e113d8c70b39c0d184e78f34c216d08162d5","claim":"Invivyd, Inc. shareholders approved Election of directors Christine Lindenboom and Terrance McGuire for a three-year term at the 2023-05-23 meeting.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1832038/000119312523154233/0001193125-23-154233-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-23"}],"fact_type":"shareholder_vote"},{"claim_id":"b7569b0686c44faa913cf135a11933dd857f0083","claim":"Invivyd, Inc. shareholders approved Ratification of appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year ending December 31, 2023 at the 2023-05-23 meeting.","evidence_excerpt":"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 —","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1832038/000119312523154233/0001193125-23-154233-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-23"}],"fact_type":"shareholder_vote"},{"claim_id":"db4944fe6d3ca82fcedb7c56dadeb78ba2c3ef5e","claim":"Invivyd, Inc. shareholders approved Declassification Amendment to declassify the Board of Directors and provide for director removal with or without cause at the 2023-05-23 meeting.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1832038/000119312523154233/0001193125-23-154233-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-23"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}