{"url_path":"/sec/brns/8-k/2026-07-02/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-02","source_url":"https://www.sec.gov/Archives/edgar/data/1828185/0001104659-26-080308-index.html","accession_number":"0001104659-26-080308","cik":"0001828185","ticker":"BRNS","issuer_name":"Barinthus Biotherapeutics plc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1828185/0001104659-26-080308-index.html","primary_entity_key":"0001828185","primary_entity_name":"Barinthus Biotherapeutics plc."},"word_count":351,"has_tables":true,"body_markdown":"**Item 5.07 Submission of Matters to a Vote of Security Holders.**\n\n \n\nOn July 2, 2026, Barinthus Biotherapeutics plc (the “Company”)\nheld its 2026 Annual General Meeting (the “Annual Meeting”). Proxies were solicited pursuant to the Company’s definitive\nproxy statement filed on June 10, 2026 with the Securities and Exchange Commission under Section 14(a) of the Securities\nExchange Act of 1934, as amended. The number of shares of ordinary shares, nominal value £0.000025 per share, of the Company (the\n“Ordinary Shares”) entitled to vote at the Annual Meeting was 40,848,893. The number of shares of Ordinary Shares present\nor represented by valid proxy at the Annual Meeting was 17,549,280, thus establishing a quorum for the Annual Meeting. All matters submitted\nto a vote of the Company’s stockholders at the Annual Meeting were approved and the director nominees were elected. The voting results\nreported below are final.\n\n \n\n**Ordinary Resolutions**\n \n**For**\n \n**Against**\n \n**Withheld**\n \n**Broker\nNon-\nVotes**\n\nTo re-elect as a director, Karen T. Dawes, who retires by rotation in accordance with the Company’s Articles of Association.\n \n17,454,768\n \n43,382\n \n50,005\n \n1,125\n\nTo re-elect as a director, Anne M. Phillips, who retires by rotation in accordance with the Company’s Articles of Association.\n \n17,494,160\n \n3,995\n \n50,000\n \n1,125\n\nTo re-appoint PricewaterhouseCoopers LLP, as U.K. statutory auditors of the Company, to hold office until the conclusion of the next annual general meeting of shareholders.\n \n17,496,815\n \n1,115\n \n50,350\n \n1,000\n\nTo ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.\n \n17,496,815\n \n1,015\n \n50,450\n \n1,000\n\nTo authorize the Audit Committee to determine the Company’s auditors’ remuneration for the fiscal year ending December 31, 2026.\n \n17,494,565\n \n3,590\n \n50,125\n \n1,000\n\nTo receive the U.K. statutory annual accounts and reports for the fiscal year ended December 31, 2025 and to note that the Company's directors do not recommend the payment of any dividend for the fiscal year ended December 31, 2025.\n \n17,496,806\n \n1,474\n \n50,000\n \n1,000\n\nTo receive and approve on an advisory basis the Company's U.K. statutory directors' compensation report for the fiscal year ended December 31, 2025.\n \n17,493,685\n \n4,830\n \n50,765\n \n0"}