---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-171240"
form_type: "8-K"
ticker: "LYEL"
cik: "0001806952"
company_name: "Lyell Immunopharma, Inc."
filed_at: "2023-06-21T23:59:59+00:00"
generated_at: "2026-06-13T20:12:25.116077+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.2
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Lyell Immunopharma shareholders elect 3 directors, ratify EY, approve say-on-pay annually

## Summary
- Three Class II directors elected: Klausner (150.6M for), Brawley (143.1M for), Rieflin (150.0M for).
- Ernst & Young LLP ratified as auditor for FY 2023 with 187.8M votes for, 16.9K against.
- Say-on-pay approved with 131.5M votes for, 3.3M against, 19.2M abstentions; broker non-votes 33.9M.
- Advisory vote on frequency: 143.0M preferred every 1 year; Board adopted annual say-on-pay policy.
- Say-on-pay frequency policy in effect until next required vote no later than 2029 annual meeting.

## SEC filing metadata
- accession: 0001193125-23-171240
- form_type: 8-K
- ticker: LYEL
- cik: 0001806952
- company_name: Lyell Immunopharma, Inc.
- filed_at: 2023-06-21T23:59:59+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/1806952/000119312523171240/0001193125-23-171240-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1806952/000119312523171240/d695920d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-171240
- JSON: https://secwatch.observer/filing/0001193125-23-171240.json
- Plain text: https://secwatch.observer/filing/0001193125-23-171240.txt

## Key facts
- Shareholder Votes
  Lyell Immunopharma, Inc. shareholders approved Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2023 at the 2023-06-16 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-16
  source text: To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The voting results were as follows: Votes For Votes Against Abstentions Total 187,794,458 16,913 39,312 187,850,683
  evidence_url: https://www.sec.gov/Archives/edgar/data/1806952/000119312523171240/0001193125-23-171240-index.htm
- Shareholder Votes
  Lyell Immunopharma, Inc. shareholders approved Advisory vote to approve compensation of named executive officers at the 2023-06-16 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-06-16
  source text: To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement. The voting results were as follows: Votes For Votes Against Abstentions Broker Non-Votes Total 131,476,834 3,278,721 19,180,844 33,914,284 187,850,683
  evidence_url: https://www.sec.gov/Archives/edgar/data/1806952/000119312523171240/0001193125-23-171240-index.htm
- Shareholder Votes
  Lyell Immunopharma, Inc. shareholders approved Advisory vote on preferred frequency of stockholder advisory votes on executive compensation at the 2023-06-16 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-06-16
  source text: To indicate, on an advisory basis, the preferred frequency of stockholder advisory votes to approve the compensation of the Company’s named executive officers. The voting results were as follows: Vote For Every One Year Vote For Every Two Years Vote For Every Three Years Abstentions Broker Non-Votes Total 142,962,684 695 33,332 10,939,688 33,914,284 187,850,683
  evidence_url: https://www.sec.gov/Archives/edgar/data/1806952/000119312523171240/0001193125-23-171240-index.htm
- Shareholder Votes
  Lyell Immunopharma, Inc. shareholders approved Election of three Class II directors at the 2023-06-16 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-16
  source text: To elect the following three Class II directors to hold office until the Company’s 2026 annual meeting of stockholders. The voting results were as follows: Name Votes For Votes Withheld Broker Non-Votes Total Richard Klausner, M.D. 150,646,318 3,290,081 33,914,284 187,850,683 Otis Brawley, M.D. 143,059,192 10,877,207 33,914,284 187,850,683 William Rieflin 150,032,005 3,904,394 33,914,284 187,850,683
  evidence_url: https://www.sec.gov/Archives/edgar/data/1806952/000119312523171240/0001193125-23-171240-index.htm

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