{"url_path":"/sec/til/8-k/2026-06-11/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":"2026-06-11","source_url":"https://www.sec.gov/Archives/edgar/data/1789769/0001789769-26-000048-index.html","accession_number":"0001789769-26-000048","cik":"0001789769","ticker":"TIL","issuer_name":"Instil Bio, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1789769/0001789769-26-000048-index.html","primary_entity_key":"0001789769","primary_entity_name":"Instil Bio, Inc."},"word_count":294,"has_tables":true,"body_markdown":"Item 5.07 Submission of Matters to a Vote of Security Holders.\n\nOn June 11, 2026, Instil Bio, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on two proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 24, 2026. Of the 6,781,976 shares of the Company’s common stock outstanding as of the record date, 5,757,919 shares, or approximately 84.9%, were present or represented by proxy at the Annual Meeting.\n\nThe following is a brief description of each matter voted upon and the certified results.\n\nProposal 1. Stockholders elected the following nominees to serve as Class II directors on the Company’s board of directors (the “Board”) until the Company’s 2029 Annual Meeting of Stockholders and until his successor has been duly elected and qualified. The voting results for such nominees were as follows:\n\nDirector Name\n\nVotes For\n\nVotes Withheld\n\nBroker Non- Votes\n\nGeorge Matcham\n\n3,683,114\n\n742,925\n\n1,331,880\n\nNeil Gibson\n\n3,603,901\n\n822,138\n\n1,331,880\n\nProposal 2. Stockholders ratified the selection by the Audit Committee of the Board of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The voting results were as follows:\n\nVotes For\n\nVotes Against\n\nAbstentions\n\nBroker Non- Votes\n\n5,750,869\n\n6,911\n\n139\n\n—\n\nSIGNATURES\n\nPursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\n \n\n \n\n \n\nInstil Bio, Inc.\n\nDate:\n\nJune 11, 2026\n\n \n\n \n\nBy:\n\n \n\n/s/ Sandeep Laumas, M.D.\n\n \n\n \n\n \n\nSandeep Laumas, M.D.\n\n \n\n \n\n \n\nChief Financial Officer and Chief Business Officer\n\n(Principal Financial Officer and Principal Accounting Officer)"}