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0001649094FALSE00016490942025-06-122025-06-12

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 12, 2025
_____________________________________________
Vaxcyte, Inc.
(Exact name of Registrant as Specified in Its Charter)
_____________________________________________
Delaware 01-39323 46-4233385
(State or Other Jurisdiction
of Incorporation)		 (Commission File Number) (IRS Employer
Identification No.)
825 Industrial Road
Suite 300
San Carlos , California
  94070
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (650) 837-0111
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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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
Common Stock, $0.001 par value per share PCVX The Nasdaq Stock Market LLC
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 o
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. o On June 12, 2025, Vaxcyte, Inc. (the “Company”) held its Annual Meeting of Stockholders. The following is a brief description of each matter voted upon at the meeting and the number of votes cast for, withheld or against, the number of abstentions and the number of broker non-votes with respect to each matter, as applicable.


Item 5.07. Submission of Matters to a Vote of Security Holders.
1.The election of three nominees to serve as Class II directors until the Company’s 2028 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. The following three Class II directors were re-elected by the votes indicated:
    For     Withheld     Broker Non-Votes  
John Furey
     120,748,379        365,989        4,004,992   
Jacks Lee
     107,272,337        13,842,031        4,004,992   
Heath Lukatch, Ph.D.
     99,231,889        21,882,479        4,004,992   
 
2.The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The appointment was ratified by the votes indicated:
For   Against   Abstain
124,849,714   245,362   24,285

3.    The approval, on a non-binding, advisory basis of the compensation of the Company’s named executive officers. The approval of the non-binding resolution on named executive officer compensation was approved by the votes indicated:
For   Against   Abstain   Broker Non-Votes
77,119,045   43,969,206   26,117   4,004,992

4.    The approval of the amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation to provide for officer exculpation as permitted by recent amendments to the Delaware General Corporation Law. The amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation was approved by the votes indicated:
For   Against   Abstain   Broker Non-Votes
112,270,039   8,815,788   28,541   4,004,992


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 thereunto duly authorized.
VAXCYTE, INC.
Date: June 17, 2025 By: /s/ Andrew Guggenhime
Andrew Guggenhime
President and Chief Financial Officer