8-K

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 15, 2023

Arcus Biosciences, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-38419	47-3898435
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3928 Point Eden Way
Hayward, California		94545
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (510) 694-6200

(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	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.0001 Per Share	RCUS	The 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.

On June 15, 2023, Arcus Biosciences, Inc. (the "Company") held its annual meeting of stockholders. The results of the stockholder votes on each proposal brought before the Annual Meeting is as follows:

Proposal 1: The election of a director to hold office until the 2026 Annual Meeting of Stockholders and until its successor is duly elected and qualified:


Nominee	Votes For	Votes Withheld	Broker Non-Votes
Dr. David Lacey	40,854,980	17,604,878	8,655,281
Dr. Juan Jaen	43,694,709	14,765,149	8,655,281
Dr. Merdad Parsey	42,680,149	15,779,709	8,655,281
Ms. Nicole Lambert	46,262,513	12,197,345	8,655,281

Proposal 2: The ratification of the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2023:


Votes For	Votes Against	Abstentions
65,921,166	1,127,268	66,708

Proposal 3: The approval, on an advisory basis, of the compensation of the Company's named executive officers as disclosed in the Proxy Statement:


Votes For	Votes Against	Abstentions	Broker Non-Votes
56,058,305	2,350,776	50,777	8,655,281

Item 8.01 Other Events.

On June 15, 2023, the Company's Board of Directors, upon the recommendation of the Compensation Committee, revised its Non-Employee Director Compensation Program. The Non-Employee Director Compensation Program, as so revised, is filed as Exhibit 10.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description
10.1		Non-Employee Director Compensation Program
104		Cover Page Interactive Data File (formatted as Inline XBRL)

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.


			ARCUS BIOSCIENCES, INC.

Date:	June 16, 2023	By:	/s/ Terry Rosen, Ph.D.
			Terry Rosen, Ph.D. Chief Executive Officer