8-K

Apellis Pharmaceuticals, Inc.

Date: June 4, 2025

/s/ Timothy Sullivan

Timothy Sullivan

Chief Financial Officer

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 3, 2025

Apellis Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-38276

27-1537290

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

100 Fifth Avenue

Waltham, MA

02451

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (617) 977-5700

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))

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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.0001 par value per share

APLS

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.

Apellis Pharmaceuticals, Inc. (the “Company”) held its Annual Meeting of Stockholders on June 3, 2025. The following is a summary of the matters voted on at that meeting.

(a)

The stockholders of the Company elected A. Sinclair Dunlop, Alec Machiels and Keli Walbert as class II directors, each for a three-year term ending at the annual meeting of stockholders to be held in 2028. The results of the stockholders’ vote with respect to the election of the class II directors were as follows:


Name	For		Withheld		Broker Non-Votes
A. Sinclair Dunlop		54,091,088		26,037,795		23,918,223
Alec Machiels		62,314,110		17,814,774		23,918,223
Keli Walbert		76,951,740		3,177,144		23,918,223

(b)

The stockholders of the Company ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The results of the stockholders’ vote with respect to such ratification were as follows:


For	Against	Abstain	Broker Non-Votes
103,876,326	54,603	116,178	—

(c)

The stockholders of the Company approved the advisory vote on the compensation of the Company’s named executive officers. The results of the stockholders’ non-binding advisory vote with respect to the compensation paid to the Company’s named executive officers were as follows:


For	Against	Abstain	Broker Non-Votes
75,901,920	4,167,103	59,860	23,918,223

(d)

The stockholders of the Company recommended, on a non-binding advisory basis, that future advisory votes on the compensation of the Company’s named executive officers be held every year. The results of the stockholders’ non-binding advisory vote with respect to the frequency of future executive compensation advisory votes were as follows:

Every

One Year

Every

Two Years

Every Three

Years

Abstain

Broker
Non-Votes

79,858,618

32,418

206,221

31,626

23,918,223

After taking into consideration the foregoing voting results, the Company intends to hold future advisory votes on the compensation of the Company’s named executive officers every year.

SIGNATURES

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 Apellis Pharmaceuticals Inc.