Item 5.07 Submission of Matters to a Vote of Security Holders
Advaxis,
Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”) on June 3, 2021. At
the Annual Meeting, the following matters were submitted to a vote of stockholders:
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1.
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The
election of six (6) directors to serve until the Company’s 2022 Annual Meeting of Stockholders, or until their respective successors
shall have been duly elected and qualified;
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2.
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The
approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation (as amended to date, the “Charter”)
to increase the number of authorized shares of common stock, $0.001 par value per share (the “Common Stock”), from 170,000,000
shares to 300,000,000 shares;
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3.
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The
approval of an amendment to the Company’s 2015 Incentive Plan (the “2015 Incentive Plan”) to increase the existing
limitations on awards granted in any calendar year;
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4.
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The
ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal
year ending October 31, 2021; and
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5.
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A
proposal to authorize the adjournment of the Annual Meeting to June 17, 2021 to solicit additional proxies to vote in favor of Proposal
3, to approve the reverse stock split proposal, and Proposal 5 to ratify and approve the prior amendment to the Company’s 2015
Incentive Plan (each such proposals as further described in the Company’s proxy statement relating to the Annual Meeting, filed
with the Securities and Exchange Commission (“SEC”) on April 21, 2021) (the “Adjournment Proposal”).
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At
the close of business on April 15, 2021, the record date for the determination of stockholders entitled to vote at the Annual Meeting,
there were 137,960,967 shares of the Company’s Common Stock outstanding and entitled to vote at the Annual Meeting. The holders
of 84,392,166 shares of the Company’s Common Stock were represented virtually or by proxy at the Annual Meeting, constituting a
quorum.
At
the Annual Meeting, (i) the six directors were elected, (ii) the amendment to the Charter to increase the number of Common Stock was
not approved, (iii) the amendment to the 2015 Incentive Plan to increase the existing per-participant annual award limitations included
therein was approved, (iv) the appointment of the Company’s independent registered public accounting firm for the fiscal year ending
October 31, 2021 was ratified and (v) the Adjournment Proposal was approved.
Proposal
No. 1— Election of Directors
The
vote with respect to the election of directors was as follows:
Nominees
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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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Roni A. Appel
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38,258,173
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20,396,947
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4,115,008
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21,622,038
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Kenneth A. Berlin
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36,922,507
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21,949,475
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3,898,146
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21,622,038
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Richard J. Berman
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36,061,217
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22,569,081
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4,139,830
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21,622,038
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Dr. Samir N. Khleif
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38,220,379
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20,652,894
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3,896,855
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21,622,038
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Dr. James P. Patton
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38,498,022
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20,286,337
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3,985,769
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21,622,038
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Dr. David Sidransky
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37,927,811
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20,995,241
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3,847,076
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21,622,038
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Proposal
No. 2 — Amendment to Charter to Increase Number of Common Stock
The
vote with respect to the approval of an amendment to Charter to increase the number of authorized shares of Common Stock from 170,000,000
shares to 300,000,000 shares was as follows:
For
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Against
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Abstain
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44,449,337
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38,738,669
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1,204,160
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Proposal
No. 4 — Amendment to 2015 Incentive Plan
The
vote to approve an amendment of the Company’s 2015 Incentive Plan to increase the existing limitations on awards granted in any
calendar year was as follows:
For
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Against
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Abstain
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Broker Non-Votes
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32,972,653
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27,203,517
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2,593,958
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21,622,038
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Proposal
No. 6 — Ratification of the Appointment of Independent Registered Public Accounting Firm
The
vote with respect to the ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting
firm for the fiscal year ending October 31, 2021 was as follows:
For
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Against
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Abstain
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70,483,459
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10,003,959
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3,904,748
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Adjournment
Proposal — Proposal to adjourn the vote on certain of the proposals presented at the Annual Meeting
The
vote to adjourn the Annual Meeting to June 17, 2021 to solicit additional proxies to vote in favor of Proposal 3, to approve the reverse
stock split proposal, and Proposal 5 to ratify and approve the prior amendment to the Company’s 2015 Incentive Plan (each such
proposals as further described in the Company’s proxy statement relating to the Annual Meeting, filed with the SEC on April 21,
2021) was as follows:
For
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Against
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Abstain
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51,667,886
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31,625,806
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1,098,474
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