{"url_path":"/sec/brns/8-k/2026-05-21/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-21","source_url":"https://www.sec.gov/Archives/edgar/data/1828185/0001104659-26-064761-index.html","accession_number":"0001104659-26-064761","cik":"0001828185","ticker":"BRNS","issuer_name":"Barinthus Biotherapeutics plc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1828185/0001104659-26-064761-index.html","primary_entity_key":"0001828185","primary_entity_name":"Barinthus Biotherapeutics plc."},"word_count":520,"has_tables":true,"body_markdown":"**Item 5.07 Submission of Matters to\na Vote of Security Holders.**\n\n \n\nOn May 20, 2026, Barinthus Biotherapeutics\nplc (the “Company”) held (i) a meeting of the holders of Scheme Shares (as defined in the Proxy Statement, as defined below),\nconvened with the permission of the High Court of Justice in England and Wales, to consider, and, if thought fit, approve the Scheme of\nArrangement (as defined in the Proxy Statement) (the “Barinthus Court Meeting”) and (ii) a general meeting of the shareholders\nof the Company, to consider and, if thought fit, approve the resolutions to carry the Scheme of Arrangement into effect in connection\nwith the Scheme Transaction (terms as defined in the Proxy Statement) (the “Barinthus General Meeting”).\n\n \n\nAt the Barinthus Court Meeting, the\nnumber of Scheme Shares entitled to vote at the Barinthus Court Meeting was 40,848,893. The number of Scheme Shares present or\nrepresented by valid proxy at the Barinthus Court Meeting was 24,713,109, thus establishing a quorum for the Barinthus Court\nMeeting. A majority in number of the holders of Scheme Shares who voted, representing 99.98% by value of those Scheme Shares, voted\nin favor of, and a number of the holders of Scheme Shares who voted, representing 0.02% by value of those Scheme Shares, voted\nagainst, the resolution to approve the Scheme of Arrangement and accordingly the requisite majority of holders of Scheme Shares\nvoted in favor of the Scheme of Arrangement. The voting results reported below are final.\n\n \n\nCourt Meeting \nFor  \nAgainst  \nAbstain  \nBroker\nNon-Votes \n\n1. To\napprove the Scheme Proposal. \n 24,709,337  \n 3,772  \n 0  \n 0 \n\n \n\nAt the Barinthus General Meeting, the\nnumber of ordinary shares, nominal value £0.000025 per share, of the Company (the “Ordinary Shares”) entitled to\nvote at the Barinthus General Meeting was 40,848,893. The number of Ordinary Shares present or represented by valid proxy at the\nBarinthus General Meeting was 24,714,119, thus establishing a quorum for the Barinthus General Meeting. At the Barinthus General Meeting\n99.98% of the votes cast by holders of Barinthus Ordinary Shares, voted in favor of, and 0.02% of the votes cast by holders of\nBarinthus Ordinary Shares, voted against, the special resolutions (collectively described as the Scheme Implementation Proposal in\nthe Proxy Statement) to approve the Scheme Implementation Proposal to carry the Scheme of Arrangement into effect. The voting results reported below are final.\n\n \n\nGeneral Meeting \nFor  \nAgainst  \nAbstain  \nBroker\nNon-Votes \n\n1. To\napprove the Scheme Implementation Proposal. \n 24,710,187  \n 3,922  \n 10  \n 0 \n\n \n\nThe Scheme Implementation Proposal is described\nin detail in the Company’s proxy statement filed on April 22, 2026 with the Securities and Exchange Commission under Section 14(a) of\nthe Securities Exchange Act of 1934, as amended (the “Proxy Statement”).\n\n \n\nAll matters submitted to a vote of the Company’s\nstockholders at the Barinthus Court Meeting and Barinthus General Meeting were approved. The voting results reported above are final.\n\n \n\n** **\n\n**SIGNATURES**\n\n \n\nPursuant to the requirements of the Securities Exchange Act of 1934,\nthe registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\n \n\nDate: May 21, 2026\nBarinthus Biotherapeutics plc\n\n \n \n \n\n \nBy:\n/s/ William Enright\n\n \n \nWilliam Enright\n\n \n \nChief Executive Officer"}