UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
The Compensation Committee of the Board of Directors (the “Board”) of Inovio Pharmaceuticals, Inc. (the “Company”) adopted the Inovio Pharmaceuticals, Inc. 2023 Omnibus Incentive Plan (the “2023 Plan”) on March 24, 2023 and submitted the 2023 Plan for stockholder approval at the 2023 Annual Meeting of Stockholders of the Company that was held on May 16, 2023 (the “Annual Meeting”). As described in Item 5.07 below, the Company’s stockholders approved the 2023 Plan at the Annual Meeting, including the reservation of shares of the Company’s common stock for issuance thereunder. The 2023 Plan became effective immediately upon stockholder approval at the Annual Meeting.
A summary of the 2023 Plan is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 28, 2023 (the “Proxy Statement”) and is incorporated herein by reference. That summary and the foregoing description of the terms of the 2023 Plan are qualified in their entirety by the text of the 2023 Plan which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 16, 2023, the Company held the Annual Meeting, at which the stockholders considered five proposals, each of which is described in more detail in the Proxy Statement. Of the 262,742,435 shares entitled to vote as of the record date, 161,431,950 shares, or 61.4%, were present or represented by proxy at the Annual Meeting. Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.
Proposal 1: The election of the following eight nominees as directors of the Company to serve until the Company’s 2024 Annual Meeting of Stockholders and until their successors are elected. The votes were cast as follows:
| Name of Director Nominee |
Votes For | Votes Withheld |
Broker Non-Votes |
|||||||||
| Simon X. Benito |
79,621,809 | 14,252,052 | 67,558,089 | |||||||||
| Roger D. Dansey, M.D. |
88,240,426 | 5,633,435 | 67,558,089 | |||||||||
| Ann C. Miller, M.D. |
85,733,147 | 8,140,714 | 67,558,089 | |||||||||
| Jacqueline E. Shea, Ph.D. |
87,597,826 | 6,276,035 | 67,558,089 | |||||||||
| Jay P. Shepard |
85,224,476 | 8,649,385 | 67,558,089 | |||||||||
| David B. Weiner, Ph.D. |
89,390,687 | 4,483,174 | 67,558,089 | |||||||||
| Wendy L. Yarno |
82,108,386 | 11,765,475 | 67,558,089 | |||||||||
| Lota S. Zoth |
57,425,572 | 36,448,289 | 67,558,089 | |||||||||
Proposal 2: The ratification of the appointment by the Audit Committee of the 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 votes were cast as follows:
| For |
Against |
Abstain |
Broker | |||
| 155,603,443 | 4,041,813 | 1,786,694 | 0 |
Proposal 3: The approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers described in the Proxy Statement. The votes were cast as follows:
| For |
Against |
Abstain |
Broker | |||
| 60,418,592 | 32,244,808 | 1,210,461 | 67,558,089 |
Proposal 4: The approval, on a non-binding advisory basis, of the preferred frequency of solicitation of advisory stockholder approval of executive compensation. The votes were cast as follows:
| 1 year |
2 years |
3 years |
Abstain |
Broker | ||||
| 89,231,218 | 620,214 | 2,228,531 | 1,793,898 | 67,558,089 |
In light of this result, the Board determined to hold future non-binding, advisory votes on executive compensation every year, so that the next such vote will be held at the Company’s 2024 Annual Meeting of Stockholders. Under Section 14A(a)(2) of the Securities Exchange Act of 1934, as amended, the Company will hold the next non-binding, advisory vote on the frequency of holding a non-binding, advisory vote on the Company’s executive compensation no later than its 2029 Annual Meeting of Stockholders.
Proposal 5: The approval of the 2023 Plan. The votes were cast as follows:
| For |
Against |
Abstain |
Broker | |||
| 82,275,834 | 10,297,565 | 1,300,462 | 67,558,089 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit |
||
| 10.1 | Inovio Pharmaceuticals, Inc. 2023 Omnibus Incentive Plan | |
| 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.
| INOVIO PHARMACEUTICALS, INC. | ||||||
| Date: May 18, 2023 | By: | /s/ Peter Kies | ||||
| Peter Kies | ||||||
| Chief Financial Officer | ||||||