UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 26, 2025, Silence Therapeutics plc (the “Company”) held its 2025 Annual General Meeting of Shareholders (the “AGM”). The shareholders considered the thirteen resolutions set forth below, each of which was voted on and duly passed on a poll at the AGM. Each Resolution is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 16, 2025 (the “Proxy Statement”). Set forth below are the results, including the number of votes cast for, against and abstentions, with respect to each of the resolutions submitted for a vote of the shareholders at the AGM. An abstention is not a vote in law and is not counted in the calculation of the proportion of the votes for or against a particular resolution.
Ordinary Resolutions
Resolution 1: To re-appoint as a director of the Company David Lemus. The votes were cast as follows:
For |
Against |
Abstain | ||
| 77,007,634 | 28,445 | 1,221,309 |
Resolution 2: To re-appoint as a director of the Company Tim McInerney. The votes were cast as follows:
For |
Against |
Abstain | ||
| 77,007,676 | 28,406 | 1,221,306 |
Resolution 3: To re-appoint as a director of the Company Iain Ross. The votes were cast as follows:
For |
Against |
Abstain | ||
| 74,759,695 | 2,276,387 | 1,221,306 |
Resolution 4: To re-appoint as a director of the Company Craig Tooman. The votes were cast as follows:
For |
Against |
Abstain | ||
| 78,228,674 | 28,408 | 306 |
Resolution 5: To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement. The votes were cast as follows:
For |
Against |
Abstain | ||
| 70,771,045 | 3,076,664 | 4,409,679 |
Resolution 6: To indicate, on an advisory basis, the preferred frequency of shareholder advisory votes on the compensation of the Company’s named executive officers. The votes were cast as follows:
For |
Against |
Abstain | ||||
One Year |
77,681,083 | — | 179 | |||
Two Years |
— | 7,987 | 20,981 | |||
Three Years |
— | 775 | 27,194 |
Based on the results of the vote, and consistent with the recommendation of the Company’s board of directors, the Company has determined to hold future non-binding advisory votes to approve the compensation of its named executive officers on an annual basis until the next required non-binding advisory vote on the frequency of holding future votes regarding the compensation of the Company’s named executive officers.
Resolution 7: To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s U.S. independent registered public accounting firm for the year ending December 31, 2025. The votes were cast as follows:
For |
Against |
Abstain | ||
| 78,256,224 | 1,158 | 6 |
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Resolution 8: To re-appoint PricewaterhouseCoopers LLP as the Company’s U.K. statutory auditors, to hold office until the conclusion of the next annual general meeting of shareholders. The votes were cast as follows:
For |
Against |
Abstain | ||
| 78,253,224 | 1,158 | 3,006 |
Resolution 9: To authorize the Audit & Risk Committee to determine the U.K. statutory auditors’ remuneration for the year ending December 31, 2025. The votes were cast as follows:
For |
Against |
Abstain | ||
| 77,034,012 | 870 | 1,222,506 |
Resolution 10: To receive and adopt the Company’s U.K. statutory annual accounts and reports for the year ended December 31, 2024 (the “2024 U.K. Annual Report”). The votes were cast as follows:
For |
Against |
Abstain | ||
| 78,218,008 | 665 | 38,715 |
Resolution 11: To approve the directors’ remuneration report for the year ended December 31, 2024, which is set forth as Annex A to the Proxy Statement and on pages 32 to 56 (inclusive) of the 2024 U.K. Annual Report. The votes were cast as follows:
For |
Against |
Abstain | ||
| 70,798,897 | 1,838,213 | 5,620,278 |
Resolution 12: To approve the application of Article 159 of the Company’s articles of association from the conclusion of this AGM to the conclusion of the next annual general meeting of the Company. The votes were cast as follows:
For |
Against |
Abstain | ||
| 77,027,104 | 1,625 | 1,228,659 |
Special Resolution
Resolution 13: That, with effect from the conclusion of the AGM, the draft articles of association produced to the AGM and, for the purpose of identification, initialed by the Chairman, be adopted as the articles of association of the Company in substitution for, and to the exclusion of, the Company’s existing articles of association. The votes were cast as follows:
For |
Against |
Abstain | ||
| 72,611,257 | 21,125 | 5,625,006 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SILENCE THERAPEUTICS PLC | ||||||
| Dated: June 27, 2025 | By: | /s/ Craig Tooman | ||||
| Name: | Craig Tooman | |||||
| Title: | President and Chief Executive Officer | |||||
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