0001175680false00011756802024-11-222024-11-22

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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)

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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:

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☐

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:

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Title of each class

    

Trading Symbol(s)

    

Name of each exchange on which registered

None

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None

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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. ☐

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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.

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Nominee

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For

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Withheld

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Broker Non-Votes

Tanya Durkee Urbach

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324,668,950

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62,148,477

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247,674,869

Stephen M. Simes

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359,999,216

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24,818,211

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247,674,869

Ryan M. Dunlap

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362,080,939

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24,736,488

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247,674,869

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

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360,175,478

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26,641,949

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247,674,869

Karen J. Brunke, Ph.D.

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360,021,777

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26,795,650

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247,674,869

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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.

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

 

 

 

 

 

 

For

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Against

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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. 

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3. Advisory vote on compensation of named executive officers.

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For

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Against

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Abstentions

Broker Non-Votes

315,973,038

63,214,010

7,630,379

247,674,869

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

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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.

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CYTODYN INC.

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Date: November 22, 2024

By 

/s/ Tyler Blok

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Tyler Blok

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Chief Legal Officer and Corporate Secretary

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v3.24.3
Document and Entity Information
Nov. 22, 2024
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date Nov. 22, 2024
Entity Registrant Name CytoDyn Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 000-49908
Entity Tax Identification Number 83-1887078
Entity Address, Address Line One 1111 Main Street
Entity Address, Adress Line Two Suite 660
Entity Address, City or Town Vancouver
Entity Address State Or Province WA
Entity Address, Postal Zip Code 98660
City Area Code 360
Local Phone Number 980-8524
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001175680
Amendment Flag false
v3.24.3
Document Information
Nov. 22, 2024
Document and Entity Information [Abstract]  
Document Type 8-K
Amendment false
CIK 0001175680
Registrant Name CytoDyn Inc.
Period End Date Nov. 22, 2024
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