false000182818500-000000000018281852024-05-102024-05-100001828185brns:AmericanDepositarySharesMember2024-05-102024-05-100001828185us-gaap:CommonStockMember2024-05-102024-05-10

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): May 10, 2024
BARINTHUS BIOTHERAPEUTICS PLC
(Exact name of registrant as specified in its charter)
England and Wales001-40367Not Applicable
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(I.R.S. Employer
Identification No.)
Barinthus Biotherapeutics plc
Unit 6-10, Zeus Building Rutherford Avenue,
Harwell, Didcot, OX11 0DF
United Kingdom
(Address of principal executive offices, including zip code)
+44 (0) 1865 818 808
(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:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 classTrade Symbol(s)
Name of each exchange on which
registered
American Depositary SharesBRNSThe Nasdaq Global Market
Ordinary shares, nominal value £0.000025 per share*
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 x
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. o
*American Depositary Shares may be evidenced by American Depositary Receipts. Each American Depositary Share represents one (1) ordinary share. Not for trading, but only in connection with the listing of the American Depositary Shares on The Nasdaq Global Market. The American Depositary Shares represent the right to receive ordinary shares and are being registered under the Securities Act of 1933, as amended, pursuant to a separate Registration Statement on Form F-6. Accordingly, the American Depositary Shares are exempt from the operation of Section 12(a) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12a-8.

Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 10, 2024, Barinthus Biotherapeutics plc (the “Company”) held its 2024 Annual General Meeting (the “Annual General Meeting”). Proxies were solicited pursuant to the Company’s definitive proxy statement filed on March 22, 2024 with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934, as amended. The number of shares of ordinary shares, nominal value £0.000025 per share, of the Company (the “Ordinary Shares”) entitled to vote at the Annual Meeting was 38,921,212. The number of shares of Ordinary Shares present or represented by valid proxy at the Annual Meeting was 22,052,107, thus establishing a quorum for the Annual Meeting. All matters submitted to a vote of the Company’s stockholders at the Annual Meeting were approved and the director nominees were elected. The voting results reported below are final.
Ordinary ResolutionsForAgainstWithheldBroker Non-Votes
To re-elect as a director, William Enright, who retires by rotation in accordance with the Company’s Articles of Association18,871,704 180,109 161 3,000,133 
To re-elect as a director, Alex Hammacher, who retires by rotation in accordance with the Company’s Articles of Association18,871,704 180,109 161 3,000,133 
To re-elect as a director, Robin Wright, who retires by rotation in accordance with the Company’s Articles of Association18,885,204 166,609 161 3,000,133 
To re-appoint PricewaterhouseCoopers LLP as U.K. statutory auditors of the Company, to hold office until the conclusion of the next annual general meeting of shareholders22,035,376 81 16,650 0
To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 202422,035,421 34 16,651 1
To authorize the Audit Committee to determine the Company’s auditors’ remuneration for the fiscal year ending December 31, 202419,035,192 171 16,611 3,000,133 
To receive the U.K. statutory annual accounts and reports for the fiscal year ended December 31, 2023 and to note that the Company’s directors do not recommend the payment of any dividend for the fiscal year ended December 31, 202319,034,966 304 16,704 3,000,133 
To receive and approve on an advisory basis the Company’s U.K. statutory directors’ compensation report for the fiscal year ended December 31, 202319,030,522 4,633 16,819 3,000,133 


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.
Barinthus Biotherapeutics plc
Date: May 15, 2024By:/s/ William Enright
William Enright
Chief Executive Officer

v3.24.1.1.u2
Cover
May 10, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date May 10, 2024
Entity Registrant Name BARINTHUS BIOTHERAPEUTICS PLC
Entity Incorporation, State or Country Code X0
Entity File Number 001-40367
Entity Tax Identification Number 00-0000000
Entity Address, Address Line One Barinthus Biotherapeutics plc
Entity Address, Address Line Two Unit 6-10
Entity Address, Address Line Three Zeus Building Rutherford Avenue
Entity Address, City or Town Harwell, Didcot
Entity Address, Postal Zip Code OX11 0DF
Entity Address, Country GB
City Area Code +44 (0)
Local Phone Number 1865 818 808
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Entity Ex Transition Period false
Amendment Flag false
Entity Central Index Key 0001828185
American Depositary Shares  
Document Information [Line Items]  
Title of 12(b) Security American Depositary Shares
Trading Symbol BRNS
Security Exchange Name NASDAQ
Ordinary Shares  
Document Information [Line Items]  
Title of 12(b) Security Ordinary shares, nominal value £0.000025 per share*
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