Lyell Immunopharma Announces 2024 Annual Meeting of Stockholders on June 14

TL;DR

<b>Lyell Immunopharma will hold its 2024 Annual Meeting of Stockholders virtually on June 14, 2024, to elect directors, ratify auditors, and vote on executive compensation.</b>

AI Summary

Lyell Immunopharma, Inc. (LYEL) filed a Proxy Statement (DEF 14A) with the SEC on April 22, 2024. The 2024 Annual Meeting of Stockholders for Lyell Immunopharma, Inc. will be held virtually on June 14, 2024, at 8:30 a.m. Pacific Time. The meeting agenda includes the election of two Class III director nominees for three-year terms. Stockholders will vote to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2024. An advisory vote will be held to approve the compensation of the Company's named executive officers. Proxy materials will be made available online on or about April 22, 2024, with instructions for internet or telephone voting.

Why It Matters

For investors and stakeholders tracking Lyell Immunopharma, Inc., this filing contains several important signals. The virtual format for the annual meeting may impact stockholder engagement and accessibility compared to in-person meetings. The ratification of Ernst & Young LLP and the advisory vote on executive compensation are standard governance procedures that allow stockholders to voice opinions on company management and oversight.

Risk Assessment

Risk Level: low — Lyell Immunopharma, Inc. shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting and does not contain significant new financial or operational information, indicating low immediate risk.

Analyst Insight

Stockholders should review the proxy statement to understand director nominees, auditor ratification, and executive compensation before voting at the June 14th meeting.

Key Numbers

• 2 — Class III director nominees (To be elected at the Annual Meeting.)
• 3 — Year terms (Duration of the terms for the elected Class III directors.)
• 2024 — Fiscal Year End (The fiscal year for which Ernst & Young LLP is being ratified.)
• 8:30 a.m. Pacific Time — Meeting Time (Time of the virtual Annual Meeting.)

Key Players & Entities

• Lyell Immunopharma, Inc. (company) — Registrant and filer of the proxy statement.
• June 14, 2024 (date) — Date of the Annual Meeting of Stockholders.
• Ernst & Young LLP (company) — Proposed independent registered public accounting firm.
• 2024 (date) — Fiscal year for which Ernst & Young LLP is proposed as auditor.
• April 22, 2024 (date) — Expected date for mailing the Notice of Internet Availability of Proxy Materials.

FAQ

Risk Factors

• Compliance with SEC Filing Requirements [low — regulatory]: The company must comply with all SEC regulations regarding proxy statements and annual meetings, including timely filing and accurate disclosure.
• Virtual Meeting Logistics [low — operational]: Holding the annual meeting virtually requires robust technology and clear communication to ensure all stockholders can participate effectively.
• Auditor Independence and Effectiveness [low — financial]: The ratification of the independent auditor is crucial for maintaining investor confidence in the company's financial reporting.

Key Dates

• 2024-06-14: Annual Meeting of Stockholders — Key date for voting on corporate matters including director elections and executive compensation.
• 2024-04-22: Mailing of Proxy Materials Notice — Indicates when stockholders can expect to receive information on how to access proxy materials and vote.

Filing Documents

• lyel-20240614.htm (DEF 14A) — 1342KB
• ny20023138x1_pvpchart01.jpg (GRAPHIC) — 126KB
• ny20023138x1_lang-sig.jpg (GRAPHIC) — 13KB
• ny20023138x1_pc01.jpg (GRAPHIC) — 556KB
• ny20023138x1_pc02.jpg (GRAPHIC) — 496KB
• 0001140361-24-021008.txt (&nbsp;) — 5500KB
• lyel-20240614.xsd (EX-101.SCH) — 5KB
• lyel-20240614_def.xml (EX-101.DEF) — 6KB
• lyel-20240614_lab.xml (EX-101.LAB) — 11KB
• lyel-20240614_pre.xml (EX-101.PRE) — 9KB
• lyel-20240614_htm.xml (XML) — 373KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 28

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 31 Compensation Discussion and Analysis 31 Compensation Committee Report 42 Summary Compensation Table 43 Grants of Plan-Based Awards 44 Outstanding Equity Awards at Fiscal Year End 45 Option Exercises and Stock Vested 46 Pension Benefits 46 Nonqualified Deferred Compensation 46 Employment Contracts and Change in Control Arrangements 46 Offer Letters 46 Officer Severance Plan 49 Potential Payments and Benefits Upon Termination or Change in Control 51 PAY VERSUS PERFORMANCE 53 CHIEF EXECUTIVE OFFICER PAY RATIO 57 EQUITY COMPENSATION PLANS AT DECEMBER 31, 2023 58 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 59 Related Person Transactions Policy and Procedures 59 Certain Related Person Transactions 59 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 60 HOUSEHOLDING OF PROXY MATERIALS 60 OTHER MATTERS 61 ii TABLE OF CONTENTS QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING Why did I receive a notice regarding the availability of proxy materials on the internet? Pursuant to rules adopted by the Securities and Exchange Commission (the "SEC"), we have elected to provide access to our proxy materials over the internet. Accordingly, we have sent you a Notice of Internet Availability of Proxy Materials (the "Notice") because the Board of Directors of Lyell Immunopharma, Inc. (sometimes referred to as the "Company" or "Lyell") is soliciting your proxy to vote at the 2024 Annual Meeting of Stockholders (the "Annual Meeting"), including at any adjournments or postponements of the meeting. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice. We intend to mail the Notice on or about April 22, 2024 to all stockholders of record entitled

View Full Filing

View this DEF 14A filing on SEC EDGAR