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Form 8-K Rockley Photonics Holdin For: May 16

May 18, 2022 4:48 PM EDT
rkly-20220516
0001852117False00018521172022-05-162022-05-160001852117us-gaap:CommonStockMember2022-05-162022-05-160001852117us-gaap:WarrantMember2022-05-162022-05-16

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 16, 2022
____________________________

Rockley Photonics Holdings Limited
(Exact name of registrant as specified in its charter)
 ____________________________
Cayman Islands001-4073598-1644526
(State or other jurisdiction
of incorporation)
(Commission File Number)(I.R.S. Employer
Identification No.)
3rd Floor 1 Ashley Road
Altrincham, Cheshire
United Kingdom
(Address of principal executive offices)

WA14 2DT
(Zip Code)
+44 (0) 1865 292017
(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))
 Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Ordinary shares, $0.000004026575398 par value per share
RKLYThe New York Stock Exchange
Warrants, each whole warrant exercisable for one ordinary share at an exercise price of $11.50 per share
RKLY.WSThe New York Stock Exchange
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

The Annual Meeting of Shareholders of Rockley Photonics Holdings Limited (the “Company”) was held on May 16, 2022 (the “Annual Meeting”). Two proposals were submitted to shareholders as described in the Proxy Statement for the Annual Meeting and were approved by the Company’s shareholders at the Annual Meeting. The proposals and the results of the shareholder votes are as follows.

1. Proposal to elect two Class I directors to serve until the 2025 annual meeting of shareholders or until their successors are duly elected and qualified:

ForAgainstAbstain
Broker
Non-Votes
Brian Blaser52,632,319877,55333,30215,615,513
Pamela Puryear52,819,803690,47632,89515,615,513


2. Proposal to ratify the appointment of Ernst & Young LLP as the independent accounting firm of the Company for the fiscal year ending December 31, 2022:

ForAgainstAbstain
68,645,31941,215472,151


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
Description
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)


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.
 
Rockley Photonics Holdings Limited
Date:May 18, 2022By:/s/ Tom Adams
Name:Tom Adams
Title:General Counsel





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