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)
May 12, 2017
INOVIO PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-14888 | 33-0969592 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 660 W. Germantown Pike, Suite 110 Plymouth Meeting, Pennsylvania |
19462 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (267) 440-4200
N/A
(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)) |
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. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously reported on the Form 8-K report Inovio Pharmaceuticals, Inc. (the “Company”) filed on March 9, 2017, Nancy J. Wysenski’s service on the Company’s Board of Directors (the “Board”) concluded effective as of the election of directors at the Company’s 2017 Annual Meeting of Stockholders held on May 12, 2017.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company held its 2017 Annual Meeting of Stockholders on May 12, 2017. The following are the voting results for each matter voted upon:
Proposal 1: The election of the following nominees as directors of the Company to serve until the Company’s 2018 Annual Meeting of Stockholders and until their successors are elected.
| Name of Director Nominee |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Avtar S. Dhillon |
19,458,978 | 6,473,291 | 29,958,886 | |||||||||
| J. Joseph Kim |
24,723,551 | 1,208,718 | 29,958,886 | |||||||||
| Simon X. Benito |
24,316,572 | 1,615,697 | 29,958,886 | |||||||||
| George W. Bickerstaff |
25,025,581 | 906,688 | 29,958,886 | |||||||||
| Ángel Cabrera |
22,491,406 | 3,440,863 | 29,958,886 | |||||||||
| Morton Collins |
24,858,767 | 1,073,502 | 29,958,886 | |||||||||
| Adel A.F. Mahmoud |
24,707,832 | 1,224,437 | 29,958,886 | |||||||||
| David B. Weiner |
24,980,950 | 951,319 | 29,958,886 | |||||||||
Proposal 2: The ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017.
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 54,442,488 | 1,139,074 | 309,593 | 0 | |||||||||||
Proposal 3: The approval, by a non-binding vote, of the compensation of the Company’s named executive officers described in the Company’s proxy statement with respect to the annual meeting.
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 23,094,151 | 2,426,098 | 412,020 | 29,958,886 | |||||||||||
Proposal 4: The determination, by a non-binding vote, of three years as the frequency with which the Company will submit to its stockholders for approval the compensation of the Company’s named executive officers.
| One Year | Two Years | Three Years | Abstain | |||||||||||
| 12,186,089 | 1,055,461 | 12,407,447 | 283,272 | |||||||||||
Even though the alternative for “three years” received the most votes, the Board has determined that the Company intends to submit to its stockholders for approval, on a non-binding basis, the compensation of the Company’s named executive officers every year.
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SIGNATURE
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. | ||
| By: | /s/ Peter Kies | |
| Peter Kies | ||
| Chief Financial Officer | ||
Date: May 16, 2017
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