---
schema_version: "secwatch.filing_event.v1"
accession: "0001789769-23-000073"
form_type: "8-K"
ticker: "TIL"
cik: "0001789769"
company_name: "Instil Bio, Inc."
filed_at: "2023-06-14T23:59:59+00:00"
generated_at: "2026-06-14T01:27:34.446599+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.55
calibrated_materiality_score: 0.55
confidence: "high"
source: SEC EDGAR
---

# Instil Bio stockholders approve reverse split authorization up to 1:30

## Summary
- Stockholders elected George Matcham and Neil Gibson as Class II directors; each received >85M votes for.
- Proposal 2 passed: board authorized to effect reverse stock split at ratio 1:10 to 1:30, effective before 2024 annual meeting.
- Proposal 3 approved: Deloitte & Touche LLP ratified as independent auditor for fiscal 2023 with 116.6M votes for.
- Approximately 89.97% of outstanding shares were represented at the meeting.

## SEC filing metadata
- accession: 0001789769-23-000073
- form_type: 8-K
- ticker: TIL
- cik: 0001789769
- company_name: Instil Bio, Inc.
- filed_at: 2023-06-14T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.55
- calibrated_materiality_score: 0.55
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1789769/000178976923000073/0001789769-23-000073-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1789769/000178976923000073/til-20230614.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001789769-23-000073
- JSON: https://secwatch.observer/filing/0001789769-23-000073.json
- Plain text: https://secwatch.observer/filing/0001789769-23-000073.txt

## Key facts
- Shareholder Votes
  Instil Bio, Inc. shareholders approved Approval of a series of alternate amendments to the Certificate of Incorporation to effect a reverse stock split at a ratio ranging from one-for-ten to one-for-thirty at the 2023-06-14 meeting.
  - Proposal: reverse split
  - Outcome: passed
  - Meeting: 2023-06-14
  source text: Stockholders approved a series of alternate amendments to the Company’s Certificate of Incorporation to effect, at the option of the board of directors, a reverse stock split of the Company’s common stock at a reverse stock split ratio ranging from one-for-ten (1:10) to one-for-thirty (1:30), inclusive, with the effectiveness of one of such amendments and the abandonment of the other amendments, or the abandonment of all amendments, to be determined by the board of directors prior to the date of the 2024 Annual Meeting of Stockholders. The voting results were as follows: Votes For Votes Against Abstentions Broker Non- Votes 116,204,120 819,157 21,527 —
  evidence_url: https://www.sec.gov/Archives/edgar/data/1789769/000178976923000073/0001789769-23-000073-index.htm
- Shareholder Votes
  Instil Bio, 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: Stockholders elected each of the following nominees to serve as Class II directors on the Company’s board of directors until the Company’s 2026 Annual Meeting of Stockholders and until his successor has been duly elected and qualified. The voting results for such nominees were as follows: Director Name Votes For Votes Withheld Broker Non- Votes George Matcham 96,302,290 566,823 20,175,691 Neil Gibson 85,895,664 10,973,449 20,175,691
  evidence_url: https://www.sec.gov/Archives/edgar/data/1789769/000178976923000073/0001789769-23-000073-index.htm
- Shareholder Votes
  Instil Bio, Inc. shareholders approved Ratification of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending December 31, 2023 at the 2023-06-14 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-14
  source text: Stockholders ratified the selection by the Audit Committee of the board of directors of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2023. The voting results were as follows: Votes For Votes Against Abstentions Broker Non- Votes 116,563,499 461,427 19,878 —
  evidence_url: https://www.sec.gov/Archives/edgar/data/1789769/000178976923000073/0001789769-23-000073-index.htm

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