8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________

FORM

8-K

____________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) 

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

June 20, 2023

____________________________________

Vaxxinity, Inc.

(Exact name of registrant as specified in its charter)

____________________________________

Delaware

001-41058

86-2083865

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

505 Odyssey Way

Merritt Island

,

FL

32953

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (

254

)

244-5739

Not Applicable

(Former name or former address, if changed since last report)

____________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant

under any of the following provisions:

☐

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A Common Stock, par value $0.0001

per share

VAXX

The

Nasdaq

 Global Market 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933

(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company 

☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 20, 2023, Vaxxinity, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (“Annual Meeting”). A total of

112,190,162 shares of the Company's Class A common stock and 13,874,132 shares of the Company’s Class B common stock were

entitled to vote as of April 21, 2023, the record date for the Annual Meeting, of which 88,471,449 shares of the Company’s Class A

common stock and 10,574,388 shares of the Company’s Class B common stock were represented in person or by proxy at the Annual

Meeting. With respect to the matters submitted to a vote of stockholders at the Annual Meeting, holders of Class A common stock and

Class B common stock voted together as a single class, and holders of the Company’s Class A common stock were entitled to one vote

per share and holders of the Company’s Class B common stock were entitled to ten votes per share.

At the Annual Meeting, the stockholders of the Company voted on the following proposals:

1.

the election of nine nominees, each to serve as a director of the Company until the 2024 Annual Meeting of Stockholders

and until his or her successor is duly elected and qualified;

2.

a proposal to ratify the appointment of Armanino LLP as the Company’s independent registered public accounting firm

for the fiscal year ending December 31, 2023.

The results of each of the above proposals are discussed further below.

Proposal 1 - Election of Directors

The votes cast for or withheld for each director nominee were as follows:

Director Nominee

For

Withheld

Broker Non-Votes

Louis Reese

182,476,994

3,528,143

8,210,192

Mei Mei Hu

182,504,222

3,500,915

8,210,192

Katherine Eade

185,974,457

30,680

8,210,192

Landon Ogilvie

185,969,408

35,729

8,210,192

James Smith

185,969,898

35,239

8,210,192

Gabriella Toledano

185,973,662

31,475

8,210,192

Peter Diamandis

182,446,233

3,558,904

8,210,192

George Hornig

185,964,701

40,436

8,210,192

Peter Powchik

185,956,552

48,585

8,210,192

Accordingly, all nominees listed above were elected to serve as a director of the Company until the 2024 Annual Meeting of

Stockholders and until his or her successor is duly elected and qualified.

Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm

The voting results with respect to the proposal to ratify the appointment of Armanino LLP to serve as the Company’s independent

registered public accounting firm for the fiscal year ending December 31, 2023 were as follows:

For

Against

Abstain

194,129,682

76,106

9,541

Accordingly, the Company’s stockholders ratified the appointment of Armanino LLP to serve as the Company’s independent

registered public accounting firm for the fiscal year ending December 31, 2023.

No other matters were submitted to a vote of stockholders at the Annual Meeting.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this

report to be signed on its behalf by the undersigned hereunto duly authorized.

VAXXINITY, INC.

Date:

June 22, 2023

By: 

/s/ René Paula

Name: René Paula

Title: General Counsel and Secretary

XML

Document and Entity Information	Jun. 20, 2023
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Jun. 20, 2023
Entity Registrant Name	Vaxxinity, Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-41058
Entity Tax Identification Number	86-2083865
Entity Address Address Line 1	505 Odyssey Way
Entity Address City Or Town	Merritt Island
Entity Address State Or Province	FL
Entity Address Postal Zip Code	32953
City Area Code	254
Local Phone Number	244-5739
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Class A Common Stock, par value $0.0001 per share
Trading Symbol	VAXX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Flag	false
Entity Central Index Key	0001851657