{"url_path":"/sec/ipsc/8-k/2026-06-12/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-12","source_url":"https://www.sec.gov/Archives/edgar/data/1850119/0001104659-26-073429-index.html","accession_number":"0001104659-26-073429","cik":"0001850119","ticker":"IPSC","issuer_name":"Century Therapeutics, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1850119/0001104659-26-073429-index.html","primary_entity_key":"0001850119","primary_entity_name":"Century Therapeutics, Inc."},"word_count":346,"has_tables":true,"body_markdown":"**Item 5.07**\n**Submission of Matters to a Vote of Security Holders.**\n\n \n\nOn June 11, 2026, the Company held its Annual Meeting. As of April 16,\n2026, the record date for the Annual Meeting, there were 180,354,197 outstanding shares of the Company’s common stock. The Annual\nMeeting was conducted virtually, and the following is a brief description of the final voting results for each of the proposals submitted\nto a vote of the stockholders at the Annual Meeting, which are described in detail in the Company’s Definitive Proxy Statement on\nSchedule 14A filed with the Securities Exchange Commission on April 27, 2026.\n\n \n\n(a) *Proposal 1 - Election of Class II Directors*. Each\nof Alessandro Riva, M.D. and Han Lee, Ph.D., M.B.A., were elected to the Company’s Board to serve as Class II directors until\nthe 2029 Annual Meeting of Stockholders and until their successors, if any, are elected or appointed, or their earlier death, resignation,\nretirement, disqualification or removal, as follows:\n\n \n\nName \nFor  \nWithheld  \nBroker Non-Votes \n\nAlessandro Riva, M.D. \n 96,165,182  \n 17,582,584  \n 21,941,333 \n\nHan Lee, Ph.D., M.B.A. \n 113,675,805  \n 71,961  \n 21,941,333 \n\n \n\n(b) *Proposal 2 - Ratification of Independent Registered Public\nAccountant*. The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for\nthe 2026 fiscal year was ratified, as follows:\n\n \n\nFor  \nAgainst  \nAbstentions  \nBroker Non-Votes \n\n 135,560,408  \n 107,111  \n 21,578  \n 0 \n\n \n\n(c) *Proposal 3 - Approval of an amendment to the Second Amended\nand Restated Certificate of Incorporation, as amended.* The amendment to the Company’s Second Amended and Restated Certificate\nof Incorporation, as amended, to increase the number of authorized shares of common stock from 300,000,000 to 450,000,000 was approved,\nas follows:\n\n \n\nFor  \nAgainst  \nAbstentions  \nBroker Non-Votes \n\n 117,444,445  \n 18,150,386  \n 94,262  \n 0 \n\n \n\n(d) *Proposal 4 - Approval of an adjournment of the Annual Meeting.*\nThe adjournment of the Annual Meeting to the extent there were insufficient votes to approve Proposal 3 was approved, but such an adjournment\nwas not necessary in light of the approval of Proposal 3 at the Annual Meeting. The adjournment was approved, as follows:\n\n \n\nFor  \nAgainst  \nAbstentions  \nBroker Non-Votes \n\n 117,181,181  \n 18,419,826  \n 88,087  \n 0"}