Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Meeting, the Company's stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation (the "2026 Amendment") to provide for the exculpation of certain officers of the Company as permitted by Delaware law.
On May 22, 2026, the Company filed the 2026 Amendment with the Secretary of State of the State of Delaware, and the 2026 Amendment became effective upon filing. The 2026 Amendment amends the Company's prior Amended and Restated Certificate of Incorporation to allow for the exculpation of certain officers of the Company as permitted by the Delaware General Corporation Law.
A description of the 2026 Amendment is set forth as part of Proposal No. 5 in the Company's Proxy Statement, which description is incorporated herein by reference. The foregoing description of the 2026 Amendment provided herein and contained in the Proxy Statement is qualified in its entirety by reference to the full text of the 2026 Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 21, 2026, Precision BioSciences, Inc. (the "Company") held its annual meeting of stockholders (the "Meeting"). At the Meeting, a total of 22,304,867 shares of the Company's common stock, par value $0.000005 (the "Common Stock"), were present in person or represented by proxy, representing approximately 86% of the Common Stock outstanding as of the March 25, 2026, record date. The following are the voting results for the proposals considered and voted upon at the Meeting, each of which were described in the Company's Proxy Statement.