{"url_path":"/sec/cnta/8-k/2026-06-12/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":"2026-06-12","source_url":"https://www.sec.gov/Archives/edgar/data/1847903/0001193125-26-269474-index.html","accession_number":"0001193125-26-269474","cik":"0001847903","ticker":"CNTA","issuer_name":"Centessa Pharmaceuticals plc","edgar_url":"https://www.sec.gov/Archives/edgar/data/1847903/0001193125-26-269474-index.html","primary_entity_key":"0001847903","primary_entity_name":"Centessa Pharmaceuticals plc"},"word_count":955,"has_tables":true,"body_markdown":"Item 5.07\n\nSubmission of Matters to a Vote of Security Holders.\n\nScheme Meeting and Company GM\n\nOn June 12, 2026, Centessa Pharmaceuticals plc (the “Company” or “Centessa”) held a meeting of shareholders convened with the permission of the High Court of Justice of England and Wales (the “Court” and, such meeting, the “Scheme Meeting”) and a general meeting of shareholders (the “Company GM” and, together with the Scheme Meeting, the “Shareholder Meetings”), in each case in connection with the previously announced transaction whereby LDH XV Corporation, a Delaware corporation and direct wholly owned subsidiary of Eli Lilly and Company, an Indiana corporation (“Parent” or “Lilly”), will acquire the entire issued and to be issued share capital of Centessa (the “Acquisition”), by means of a court-sanctioned scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006 (the “Scheme of Arrangement”).\n\nAt the Shareholder Meetings, all of the resolutions set forth in each of the Notice of Scheme Meeting and Notice of Company GM sent to shareholders and included in the Company’s definitive proxy statement filed on May 7, 2026 (the “Transaction Proxy”) with the Securities and Exchange Commission (the “SEC”) under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), were duly proposed and passed. Any terms used in this Current Report on Form 8-K but not defined herein shall have the terms given to them in the Transaction Proxy.\n\nAs of 6:00 p.m. (U.K. time) on June 10, 2026, the voting record time for the Shareholder Meetings, there were 154,731,309 ordinary shares outstanding carrying one vote each and entitled to vote at the Shareholder Meetings. Holders of 126,676,463 ordinary shares of the Company were represented in person or by proxy at the Scheme Meeting. Holders of 126,676,463 ordinary shares of the Company were represented in person or by proxy at the Company GM, which constituted a quorum for purposes of the Company GM. All votes at both the Scheme Meeting and the Company GM were conducted by poll.\n\nThe final voting results for each of the proposals submitted to a vote of Centessa’s shareholders at the Scheme Meeting and the Company GM are set forth below.\n\nScheme Meeting\n\nScheme Proposal: To approve and give effect to the Scheme of Arrangement.\n\nCentessa’s shareholders approved the Scheme Proposal with the following voting results:\n\n \n\nFor\n\n \n\nAgainst\n\n126,653,456\n \n23,007\n\nIn addition, of the seven shareholders of record voting on the proposal, all seven shareholders, or 100%, voted in favor of the proposal and no shareholders voted against the proposal. Accordingly, the votes cast for the proposal represent a majority in number representing not less than 75% in value of the members present and voting (either in person or by proxy) at the Scheme Meeting.\n\nCompany GM\n\nCompany Shareholder Resolution: To (i) authorize the board of directors of the Company (or a duly authorized committee of the directors) to take all such action as they may consider necessary or appropriate for carrying the Scheme of Arrangement into effect, including (but not limited to) delivering the Court Order to the Registrar of Companies in England and Wales if the Court Order is obtained and (ii) with effect from the passing of this resolution, amend the Company Articles as set out in the Notice of Company GM.\n\nCentessa’s shareholders approved the Company Shareholder Resolution with the following voting results:\n\n \n\nFor\n\n \n\nAgainst\n\n \n\nWithheld\n\n126,658,949\n \n11,515\n \n5,999\n\n \n\nAnnual General Meeting\n\nAdditionally, on June 12, 2026, the Company held its 2026 Annual General Meeting (the “Annual General Meeting”). Proxies were solicited pursuant to the Company’s definitive proxy statement filed on April 29, 2026 with the SEC under Section 14(a) of the Exchange Act. As of 2:30 p.m. (U.K. time) on June 10, 2026, the voting record time for the Annual General Meeting, there were 154,731,309 ordinary shares outstanding carrying one vote each and entitled to vote at the Annual General Meeting. The number of ordinary shares present or represented by valid proxy at the Annual General Meeting was 134,569,251, thus establishing a quorum for the Annual General Meeting.\n\nAll matters submitted to a vote of the Company’s shareholders at the Annual General Meeting were approved and the director nominees were elected. The voting results reported below are final.\n\n \n\nOrdinary Resolutions\n  \nFor\n \n  \nAgainst\n \n  \nWithheld\n \n  \nBroker\nNon-Votes\n \n\nTo re-appoint as a director Carol Stuckley, M.B.A., who retires by rotation in accordance with the Company’s articles of association.\n  \n \n123,881,793\n \n  \n \n274,511\n \n  \n \n10,412,947\n \n  \n \n— \n \n\nTo re-appoint as a director Brett Zbar, M.D., who retires by rotation in accordance with the Company’s articles of association.\n  \n \n122,561,168\n \n  \n \n1,595,173\n \n  \n \n10,412,910\n \n  \n \n— \n \n\nTo re-appoint as a director Mathias Hukkelhoven, Ph.D., who retires by rotation in accordance with the Company’s articles of association.\n  \n \n105,704,743\n \n  \n \n18,450,673\n \n  \n \n10,413,835\n \n  \n \n— \n \n\nTo re-appoint KPMG LLP, a United Kingdom entity, as U.K. statutory auditors of the Company, to hold office until the conclusion of the next meeting at which the Company’s annual accounts and reports are laid before the Company.\n  \n \n134,492,051\n \n  \n \n65,007\n \n  \n \n12,193\n \n  \n \n— \n \n\nTo ratify the re-appointment of KPMG LLP, a Delaware limited liability partnership, as the Company’s independent registered public accounting firm, for the financial year ending December 31, 2026.\n  \n \n134,537,341\n \n  \n \n19,714\n \n  \n \n12,196\n \n  \n \n— \n \n\nTo authorise the Audit Committee to determine the Company’s auditors’ remuneration for the financial year ending December 31, 2026.\n  \n \n124,157,280\n \n  \n \n1,696\n \n  \n \n10,410,275\n \n  \n \n— \n \n\nTo receive and adopt our U.K. statutory annual accounts and reports for the financial year ended December 31, 2025 and to note that the Company’s directors do not recommend the payment of any dividend for the financial year ended December 31, 2025.\n  \n \n124,153,562\n \n  \n \n5,584\n \n  \n \n10,410,105\n \n  \n \n— \n \n\nTo receive and approve, on an advisory basis, the Company’s U.K. statutory directors’ remuneration report for the financial year ended December 31, 2025.\n  \n \n123,867,879\n \n  \n \n225,071\n \n  \n \n10,476,301\n \n  \n \n—"}