--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-167891" form_type: "8-K" ticker: "ALEC" cik: "0001653087" company_name: "Alector, Inc." filed_at: "2023-06-15T23:59:59+00:00" generated_at: "2026-06-14T00:18:18.933475+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.25 calibrated_materiality_score: 0.25 confidence: "high" source: SEC EDGAR --- # Alector amends bylaws, elects directors, ratifies auditor at 2023 annual meeting ## Summary - Bylaws amended effective June 15, 2023, to update stockholder nomination procedures and comply with Delaware law and universal proxy rules. - At June 14 annual meeting, all three Class II director nominees elected: Garofalo (60.7M for), McGuire (54.3M for), Yaffe (54.1M for), each with ~11M broker non-votes. - Ernst & Young ratified as independent auditor for FY2023 (72.5M for, 64.6K against, 64.7K abstain). - Say-on-pay proposal approved on non-binding advisory basis (58.1M for, 3.4M against, 143K abstain). ## SEC filing metadata - accession: 0001193125-23-167891 - form_type: 8-K - ticker: ALEC - cik: 0001653087 - company_name: Alector, Inc. - filed_at: 2023-06-15T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.25 - calibrated_materiality_score: 0.25 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1653087/000119312523167891/0001193125-23-167891-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1653087/000119312523167891/d515127d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-167891 - JSON: https://secwatch.observer/filing/0001193125-23-167891.json - Plain text: https://secwatch.observer/filing/0001193125-23-167891.txt ## Key facts - Governance Changes Alector, Inc.: Amended and restated bylaws to enhance stockholder nomination procedures, adopt universal proxy rules, conform to DGCL amendments, update director/officer provisions, and make ministerial changes (effective 2023-06-15). - Change: bylaw amendment - Effective: 2023-06-15 source text: 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 ce evidence_url: https://www.sec.gov/Archives/edgar/data/1653087/000119312523167891/0001193125-23-167891-index.htm - Shareholder Votes Alector, Inc. shareholders approved Election of Class II directors at the 2023-06-14 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-14 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1653087/000119312523167891/0001193125-23-167891-index.htm - Shareholder Votes Alector, Inc. shareholders approved Ratification of Ernst & Young LLP as independent registered accounting firm at the 2023-06-14 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-14 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1653087/000119312523167891/0001193125-23-167891-index.htm - Shareholder Votes Alector, Inc. shareholders approved Advisory vote on executive compensation (Say-on-Pay) at the 2023-06-14 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-06-14 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1653087/000119312523167891/0001193125-23-167891-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.