MaxCyte Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2025 annual meeting of stockholders of MaxCyte, Inc. (the “Company”) held on June 18, 2025 (the “Annual Meeting”), the Company’s stockholders approved an Amendment (the “Plan Amendment”) to the MaxCyte, Inc. 2022 Equity Incentive Plan, as amended (the “2022 Plan”). The Plan Amendment increases by 2,950,000 the maximum number of shares of common stock authorized to be issued under the 2022 Plan. Further information regarding the Plan Amendment was provided in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 28, 2025 (the “Proxy Statement”).
The foregoing description of the Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Plan Amendment. The Plan Amendment has been incorporated into the 2022 Plan via an Amended and Restated MaxCyte, Inc. 2022 Equity Incentive Plan (the “Amended and Restated 2022 Plan”), which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
During the Annual Meeting, the Company’s stockholders considered and approved five proposals, each of which is described in more detail in the Proxy Statement. Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.
Proposal 1 – Election of Class I Directors:
Nominee | For | Withhold | Broker Non-Votes | ||
Maher Masoud | 69,794,241 | 11,013,848 | 6,613,081 | ||
Yasir Al-Wakeel | 58,901,844 | 21,906,245 | 6,613,081 | ||
Rekha Hemrajani | 59,111,391 | 21,696,698 | 6,613,081 |
Proposal 2 – Approval of the Plan Amendment:
For |
| Against |
| Abstain | Broker Non-Votes | |
74,124,667 | 6,481,735 | 201,687 | 6,613,081 |
Proposal 3 – Approval of the cancellation of admission of the Company’s common stock to trading on the AIM market of the London Stock Exchange:
Votes For |
| Votes Against |
| Abstentions |
82,894,212 | 4,288,690 | 238,268 |
Proposal 4 – Ratification of the Audit Committee’s selection of CohnReznick LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2025:
Votes For |
| Votes Against |
| Abstentions |
87,039,354 | 58,701 | 323,115 |
Proposal 5 – Approval of the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies:
For |
| Against |
| Abstain |
84,960,605 | 2,145,035 | 315,530 |
Because all proposals passed, the proposal to adjourn the Annual Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies was deemed moot.