Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 15, 2022, Allogene Therapeutics, Inc. (the "Company") held its 2022 Annual Meeting of Stockholders (the "Annual Meeting"). As of April 18, 2022, the record date for the Annual Meeting, 143,598,970 shares of common stock were outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by stockholders at the Annual Meeting is set forth below.

Proposal 1. Election of Directors

The Company's stockholders elected the four persons listed below as Class I Directors, each to serve until the Company's 2025 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The final voting results are as follows:


                             Votes For       Votes Withheld        Broker Non-Votes
Elizabeth Barrett           86,700,701         24,264,620             14,654,190
Arie Belldegrun, M.D.       95,783,741         15,181,580             14,654,190
David Bonderman             93,127,834         17,837,487             14,654,190
David Chang, M.D., Ph.D.    104,313,693         6,651,628             14,654,190

Proposal 2. Approval, on an Advisory Basis, of the Compensation of the Company's Named Executive Officers

The Company's stockholders approved, on an advisory basis, the compensation of the Company's named executive officers, as disclosed in the proxy statement for the Annual Meeting. The final voting results are as follows:



     Votes For        Votes Against       Abstentions        Broker Non-Votes
    103,325,400         7,596,094            43,827             14,654,190

Proposal 3. Approval of the Increase in Number of Authorized Shares of Common Stock

The Company's stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation (the "Authorized Shares Amendment") to increase the number of authorized shares of common stock from 200,000,000 to 400,000,000. The final voting results are as follows:



     Votes For        Votes Against       Abstentions        Broker Non-Votes
    124,141,179         1,186,153           292,179                 0

On June 16, 2022, the Company filed the Authorized Shares Amendment with the Secretary of State of the State of Delaware. A copy of the Authorized Shares Amendment is filed as Exhibit 3.1 to this report.

Proposal 4. Approval of the Stock Option Exchange Program

The Company's stockholders approved the stock option exchange program described in the proxy statement for the Annual Meeting. The final voting results are as follows:



    Votes For        Votes Against       Abstentions        Broker Non-Votes
    77,394,629        33,536,201            34,491             14,654,190

Proposal 5. Ratification of the Selection of Independent Registered Public Accounting Firm

The Company's stockholders ratified the selection by the Audit Committee of the Company's Board of Directors of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022. The final voting results are as follows:

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     Votes For        Votes Against       Abstentions        Broker Non-Votes
    125,514,754          49,928              54,829                 0

Proposal 6. Approval of the Authorization to Adjourn the Annual Meeting, if Necessary, to Solicit Additional Proxies in Favor of Proposal 3

The Company's stockholders approved the authorization to adjourn the Annual Meeting, if necessary, to solicit additional proxies in favor of Proposal 3. As Proposal 3 was approved by the stockholders, this proposal is moot. The final voting results are as follows:

Votes For Votes Against Abstentions Broker Non-Votes


    111,274,472        14,260,033            85,006                 0


Item 9.01  Financial Statements and Exhibits.
(d)
Exhibit
Number                                                 Description
3.1                      Certificate of Amendment of Amended and Restated Certificate of
                       Incorporation
104                    The cover page of this report has been formatted in Inline XBRL.

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