Form 8-K INOVIO PHARMACEUTICALS, For: May 16
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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of the Securities Exchange Act of 1934
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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).
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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.
On May 16, 2022, following the conclusion of the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Inovio Pharmaceuticals, Inc. (the “Company”), the board of directors (the “Board”) of the Company appointed Jacqueline E. Shea, Ph.D., the Company’s President and Chief Executive Officer, to serve as a director of the Company. Dr. Shea’s term will continue until the Company’s 2023 Annual Meeting of Stockholders. There is no arrangement or understanding between Dr. Shea and any other person pursuant to which she was selected as a director of the Company, and there is no family relationship between Dr. Shea and any of the Company’s other directors or executive officers. The Company is not aware of any transaction involving Dr. Shea requiring disclosure under Item 404(a) of Regulation S-K. Biographical information about Dr. Shea is contained in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 25, 2022 (the “Proxy Statement”) and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 16, 2022, the Company held its Annual Meeting, at which the stockholders considered three proposals, each of which is described in more detail in the Proxy Statement. 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 nominees as directors of the Company to serve until the Company’s 2023 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 |
48,373,961 | 10,025,050 | 59,231,980 | |||||||||
Roger D. Dansey, M.D. |
49,455,307 | 8,943,704 | 59,231,980 | |||||||||
Ann C. Miller, M.D. |
49,012,322 | 9,386,689 | 59,231,980 | |||||||||
Jay P. Shepard |
48,716,894 | 9,682,117 | 59,231,980 | |||||||||
David B. Weiner, Ph.D. |
53,162,220 | 5,236,791 | 59,231,980 | |||||||||
Wendy L. Yarno |
48,654,248 | 9,744,763 | 59,231,980 | |||||||||
Lota S. Zoth |
48,128,206 | 10,270,805 | 59,231,980 |
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, 2022. The votes were cast as follows:
For |
Against |
Abstain |
Broker | |||
109,562,464 |
6,664,300 | 1,404,227 | 0 |
Proposal 3: The approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers described in the Company’s definitive proxy statement with respect to the Annual Meeting. The votes were cast as follows:
For |
Against |
Abstain |
Broker | |||
40,755,532 |
16,926,490 | 716,989 | 59,231,980 |
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 17, 2022 | By: | /s/ Peter Kies | ||||
Peter Kies | ||||||
Chief Financial Officer |
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