Form 8-K





Washington, DC 20549







Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 9, 2017



NantKwest, Inc.

(Exact name of registrant as specified in its charter)




Delaware   001-37507   43-1979754

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

3530 John Hopkins Court

San Diego, California 92121

(Address of principal executive offices, including zip code)

(858) 633-0300

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☒




Item 5.07 Submission of Matters to a Vote of Security Holders.

We held our 2017 annual meeting of stockholders on June 9, 2017 (the “Annual Meeting”). Of the 82,155,862 shares of our common stock outstanding as of the record date of April 17, 2017, 73,839,241 shares were represented at the Annual Meeting, either in person or by proxy, constituting approximately 89.88% of the outstanding shares of common stock. The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below:


1. Election of Directors. Each of the following nominees was elected to serve as a director, to hold office until our 2018 annual meeting of stockholders and until his respective successor has been duly elected and qualified based on the following results of voting:



   Votes For      Votes Withheld      Broker Non-Votes  

Patrick Soon-Shiong

     59,365,083        5,926,006        8,548,152  

Barry J. Simon

     59,282,537        6,008,552        8,548,152  

Steve Gorlin

     63,714,303        1,576,786        8,548,152  

Michael D. Blaszyk

     64,500,342        790,747        8,548,152  

Richard Kusserow

     64,325,607        965,482        8,548,152  

John T. Potts, Jr.

     64,410,791        880,298        8,548,152  

John C. Thomas, Jr.

     64,322,550        968,539        8,548,152  


2. Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017 was ratified based on the following results of voting:








Broker Non-Votes

73,606,884   220,389   11,968   —  


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: June 13, 2017     By:  

/s/ Patrick Soon-Shiong


Patrick Soon-Shiong

Chief Executive Officer and Chairman