8-K

AlloVir, Inc.

Date: June 7, 2024

/s/ Edward Miller

Name: Edward Miller

Title: General Counsel

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 6, 2024

ALLOVIR, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39409

83-1971007

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

AlloVir, Inc.

1100 Winter Street

Waltham, Massachusetts 02451

(Address of principal executive offices, including zip code)

(617) 433-2605

(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:

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trade

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.0001 par value per share

ALVR

Nasdaq Global Select Market

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

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.

AlloVir, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 6, 2024. As of April 15, 2024, the record date for the Annual Meeting, there were 114,912,515 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. The Company’s stockholders voted on the following matters, which are described in detail in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on April 23, 2024: (i) to elect each of Juan Vera, M.D., Morana Jovan-Embiricos, Ph.D. and Derek Adams, Ph.D. as a Class I member of the board of directors of the Company, to serve until the Company’s 2027 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified (“Proposal 1”) and (ii) to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 (“Proposal 2”).

The Company’s stockholders approved the Class I director nominees recommended for election in Proposal 1 at the Annual Meeting. The Company’s stockholders voted for the Class I directors as follows:


Class I Director Nominee	For		Withhold		Broker Non- Votes
Juan Vera, M.D.		77,688,222		4,216,417		22,994,115
Morana Jovan-Embiricos, Ph.D.		76,150,553		5,754,086		22,994,115
Derek Adams, Ph.D.		76,165,975		5,738,664		22,994,115

The Company’s stockholders approved Proposal 2. The votes cast at the Annual Meeting were as follows:


For	Against	Abstain
104,222,022	276,182	400,550

*	No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.

SIGNATURE

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.

SEC Form 8-K filed by AlloVir Inc.