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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 13, 2023

_______________________

Allogene Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

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Delaware			001-38693			82-3562771
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

210 East Grand Avenue, South San Francisco, California 94080

(Address of principal executive offices including zip code)

Registrant’s telephone number, including area code: (650) 457-2700

(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, $0.001 par value per share

ALLO

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in 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.  ☐

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

On June 13, 2023, Allogene Therapeutics, Inc. (the "Company") held its 2023 Annual Meeting of Stockholders (the "Annual Meeting"). As of April 17, 2022, the record date for the Annual Meeting, 145,781,920 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 II Directors, each to serve until the Company’s 2026 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
Deborah Messemer			90,975,252						15,799,554						13,946,626
Vicki Sato, Ph.D.			105,736,345						1,038,461						13,946,626
Todd Sisitsky			86,678,264						20,096,542						13,946,626
Owen Witte, M.D.			88,677,813						18,096,993						13,946,626

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
			73,082,912						31,751,974						1,939,920						13,946,626

Proposal 3. 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, 2023. The final voting results are as follows:

			Votes For						Votes Against						Abstentions						Broker Non-Votes
			120,675,447						36,870						9,115						0

Item 9.01    Financial Statements and Exhibits.

(d)
Exhibit Number						Description
104						The cover page of this report has been formatted in Inline XBRL.

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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.

			ALLOGENE THERAPEUTICS, INC.
			By:			/s/ David Chang, M.D., Ph.D.
						David Chang, M.D., Ph.D.
						President, Chief Executive Officer

Dated: June 15, 2023