Current Report Filing (8-k)
May 16 2017 - 4:07PM
Edgar (US Regulatory)
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)
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Delaware
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001-14888
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33-0969592
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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660 W. Germantown Pike, Suite 110
Plymouth Meeting, Pennsylvania
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19462
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(Address of principal executive offices)
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(Zip Code)
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Registrants 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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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As previously reported on the Form 8-K report Inovio Pharmaceuticals, Inc. (the Company) filed on March 9, 2017, Nancy J.
Wysenskis service on the Companys Board of Directors (the Board) concluded effective as of the election of directors at the Companys 2017 Annual Meeting of Stockholders held on May 12, 2017.
Item 5.07
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Submission of Matters to a Vote of Security Holders
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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 Companys 2018 Annual Meeting of Stockholders and until their successors are elected.
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Name of Director Nominee
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Votes For
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Votes Withheld
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Broker Non-Votes
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Avtar S. Dhillon
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19,458,978
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6,473,291
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29,958,886
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J. Joseph Kim
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24,723,551
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1,208,718
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29,958,886
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Simon X. Benito
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24,316,572
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1,615,697
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29,958,886
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George W. Bickerstaff
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25,025,581
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906,688
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29,958,886
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Ángel Cabrera
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22,491,406
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3,440,863
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29,958,886
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Morton Collins
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24,858,767
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1,073,502
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29,958,886
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Adel A.F. Mahmoud
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24,707,832
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1,224,437
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29,958,886
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David B. Weiner
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24,980,950
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951,319
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29,958,886
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Proposal 2: The ratification of Ernst & Young LLP as the Companys independent registered public
accounting firm for the year ending December 31, 2017.
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For
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Against
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Abstain
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Broker Non-Votes
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54,442,488
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1,139,074
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309,593
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0
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Proposal 3: The approval, by a non-binding vote, of the compensation of the Companys named executive
officers described in the Companys proxy statement with respect to the annual meeting.
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For
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Against
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Abstain
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Broker Non-Votes
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23,094,151
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2,426,098
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412,020
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29,958,886
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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 Companys named executive officers.
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One Year
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Two Years
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Three Years
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Abstain
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12,186,089
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1,055,461
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12,407,447
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283,272
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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 Companys named executive officers every year.
-3-
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.
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INOVIO PHARMACEUTICALS, INC.
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By:
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/s/ Peter Kies
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Peter Kies
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Chief Financial Officer
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Date: May 16, 2017
-4-
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