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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): November 22, 2024

CytoDyn Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-49908

83-1887078

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

1111 Main Street, Suite 660

Vancouver, Washington 98660

(Address of principal executive offices, including zip code)

(360) 980-8524

(Registrant’s telephone number, including area code)

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

None

None

None

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.

CytoDyn Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on November 22, 2024. On November 22, 2024, the Inspector of Election issued its final report certifying the final voting results for the Annual Meeting, which were as follows:

1.Election of Directors.

Nominee

For

Withheld

Broker Non-Votes

Tanya Durkee Urbach

324,668,950

62,148,477

247,674,869

Stephen M. Simes

359,999,216

24,818,211

247,674,869

Ryan M. Dunlap

362,080,939

24,736,488

247,674,869

Lishomwa C. Ndhlovu, M.D., Ph.D.

360,175,478

26,641,949

247,674,869

Karen J. Brunke, Ph.D.

360,021,777

26,795,650

247,674,869

The stockholders elected each of the Company’s director nominees to serve until the Company’s 2025 annual meeting of stockholders and until their successors are duly elected and qualified or until their earlier death, resignation or removal.

2. ​ ​Ratification of Appointment of Independent Registered Public Accounting Firm 

 

 

 

 

 

 

For

Against

Abstentions

Broker Non-Votes

619,778,908

9,126,390

5,586,998

-0-

 

The stockholders voted to ratify the selection of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2025. 

3. Advisory vote on compensation of named executive officers.

For

Against

Abstentions

Broker Non-Votes

315,973,038

63,214,010

7,630,379

247,674,869

The stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers.

SIGNATURE

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.

CYTODYN INC.

Date: November 22, 2024

By 

/s/ Tyler Blok

Tyler Blok

Chief Legal Officer and Corporate Secretary