UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________

FORM

____________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

____________________________________

(Exact name of registrant as specified in its charter)

____________________________________

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

,

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number,including area code: (

)

Not Applicable

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

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

under any of the following provisions:

Written communications pursuant to Rule 425under 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 ExchangeAct (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under theExchange 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

The

Nasdaq

Global Market

Indicate by check mark whether the registrant is an emerging growthcompany 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 of1934 (§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 periodfor

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

 

 

 

 

Item 5.07 Submission of Matters to a Voteof 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 commonstock and 13,874,132 shares of the Company’sClass B common stock were

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

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

Meeting. With respect to the matters submittedto a vote of stockholders at the Annual Meeting, holders of Class A commonstock and

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

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

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

1.

the election of nine nominees, each to serve as a director of the Company until the 2024Annual 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’sindependent 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 nomineeslisted above were elected to serve as a director of the Company until the 2024Annual Meeting of

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

 

 

 

Proposal 2 - Ratification of Appointment ofIndependent Registered Public Accounting Firm

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

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

For

Against

Abstain

194,129,682

76,106

9,541

Accordingly, theCompany’s stockholders ratified the appointmentof Armanino LLP to serve as the Company’sindependent

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

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

 

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