---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-166873"
form_type: "8-K"
ticker: "ACLX"
cik: "0001786205"
company_name: "Arcellx, Inc."
filed_at: "2023-06-14T23:59:59+00:00"
generated_at: "2026-06-14T01:27:32.610857+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.2
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Arcellx shareholders re-elect directors, approve charter amendment, ratify auditor

## Summary
- Re-elected Ali Behbahani with 24.7M for, 16.8M withhold; Derek Yoon with 40.8M for, 0.7M withhold.
- Approved charter amendment for officer exculpation under Delaware law (40.5M for, 0.9M against).
- Ratified Ernst & Young as independent auditor for fiscal 2023 (43.2M for, 1,771 against).
- All proposals passed; ~90.4% of outstanding shares represented at the annual meeting.

## SEC filing metadata
- accession: 0001193125-23-166873
- form_type: 8-K
- ticker: ACLX
- cik: 0001786205
- company_name: Arcellx, Inc.
- filed_at: 2023-06-14T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.2
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1786205/000119312523166873/0001193125-23-166873-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1786205/000119312523166873/d293217d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-166873
- JSON: https://secwatch.observer/filing/0001193125-23-166873.json
- Plain text: https://secwatch.observer/filing/0001193125-23-166873.txt

## Key facts
- Shareholder Votes
  Arcellx, Inc. shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2023-06-13 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-13
  source text: The appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified based on the following results of voting: For Against Abstain Broker Non-Votes 43,241,632 1,771 20,354 —
  evidence_url: https://www.sec.gov/Archives/edgar/data/1786205/000119312523166873/0001193125-23-166873-index.htm
- Shareholder Votes
  Arcellx, Inc. shareholders approved Amendment to the Company's Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation at the 2023-06-13 meeting.
  - Proposal: charter amendment
  - Outcome: passed
  - Meeting: 2023-06-13
  source text: The amendment of the Company’s Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation was approved based on the following results of voting: For Against Abstain Broker Non-Votes 40,536,934 939,717 8,162 1,778,944
  evidence_url: https://www.sec.gov/Archives/edgar/data/1786205/000119312523166873/0001193125-23-166873-index.htm
- Shareholder Votes
  Arcellx, Inc. shareholders approved Election of Two Class I Directors at the 2023-06-13 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-13
  source text: The following nominees were re-elected by the holders of our common stock to serve as our Class I directors to hold office until our 2026 annual meeting of stockholders and until their successors have been duly elected and qualified: Nominee For Withhold Broker Non-Votes Ali Behbahani, M.D. 24,723,278 16,761,535 1,778,944 Derek Yoon 40,788,704 696,109 1,778,944
  evidence_url: https://www.sec.gov/Archives/edgar/data/1786205/000119312523166873/0001193125-23-166873-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.