Washington, D.C. 20549
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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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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On June 10, 2019, the
Board of Directors (the “
Board
”) of Iovance Biotherapeutics, Inc. (the “
Company
”) appointed
Athena Countouriotis, M.D., as a director and new member of the Board, effective June 10, 2019. Upon joining the Board, Dr. Countouriotis
will also become a member of the Board’s Nominating and Corporate Governance Committee and the Compensation Committee.
Dr. Countouriotis,
age 47, is the President and Chief Executive Officer of Turning Point Therapeutics, Inc., a clinical-stage biopharmaceutical company
focused on designing and developing novel small molecule, targeted oncology therapies. Prior to joining Turning Point Therapeutics,
Inc., Dr. Countouriotis was a Senior Vice President and Chief Medical Officer for Adverum Biotechnologies, Inc. from June
2017 to May 2018, and before that served as Senior Vice President, Chief Medical Officer of Halozyme Therapeutics, Inc. from January
2015 to May 2017. Dr. Countouriotis previously served as Chief Medical Officer of Ambit Biosciences Corporation, where she helped
lead its initial public offering and was responsible for the clinical development of quizartinib from February 2012 until Ambit’s
acquisition by Daiichi Sankyo Company, in November 2014. Earlier in her career, Dr. Countouriotis led development of products
for Pfizer Inc. and Bristol-Myers Squibb Company. She currently serves on the board of directors of Trovagene, Inc., an oncology
therapeutics company, and Turning Point Therapeutics, Inc. Dr. Countouriotis earned a Bachelor of Science degree from the
University of California, Los Angeles and an M.D. from the Tufts University School of Medicine. She received training at the University
of California, Los Angeles, and at the Fred Hutchinson Cancer Research Center in the Pediatric Hematology-Oncology Program.
There are no arrangements
or understandings between Dr. Countouriotis and any other persons pursuant to which she was chosen as a director of the Company.
There are no family relationships between Dr. Countouriotis and any of the Company’s directors, executive officers, or persons
nominated or chosen by the Company to become a director or executive officer. Dr. Countouriotis is not a party to any current or
proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.
Dr. Countouriotis was
granted an option to purchase 35,000 shares of the Company’s common stock at an exercise price of $19.93 per share, which
was the closing price of the Company’s common stock on the Nasdaq Global Market on the date of grant. The option will vest
in four equal quarterly installments of 8,750, each following the date of grant, subject to Dr. Countouriotis’ continuous
service.
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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Effective as of June
10, 2019, the Certificate of Incorporation the Company was amended to increase the number of authorized shares of the Company’s
Common Stock, par value $0.000041666 (the “
Common Stock
”), from 150,000,000 shares to 300,000,000 shares (the
“
Certificate of Amendment
”). The Certificate of Amendment was submitted to a vote of, and approved by, the Company’s
stockholders at the Company’s 2019 Annual Meeting of Stockholders held on June 10, 2019 (the “
Annual Meeting
”),
as set forth in Item 5.07 below.
A copy of the Certificate
of Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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Annual Meeting of Stockholders
On June 10, 2019, the
Company held the Annual Meeting at the offices of DLA Piper LLP (US), 1251 6th Avenue, New York, New York 10020. At the Annual
Meeting, the Company’s stockholders voted on four proposals, each of which is described in more detail in the Company’s
Proxy Statement. At the Annual Meeting, 112,689,447 shares, or approximately 91% of all outstanding shares of the Common Stock,
were present either in person or by proxy. The following is a brief description of each matter voted upon and the certified results,
including the number of votes cast for and against each matter and, if applicable, the number of abstentions and broker non-votes
with respect to each matter:
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·
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Proposal 1
: to elect Iain Dukes, Maria Fardis, Wayne P. Rothbaum, Ryan Maynard, Merrill
A. McPeak and Michael Weiser to the Company’s board of directors to serve as directors until the Company’s 2020 Annual
Meeting of stockholders;
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·
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Proposal 2
: a proposal to approve, on a non-binding advisory basis, the compensation of
the Company’s named executive officers;
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·
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Proposal 3
: a proposal to approve the Certificate of Amendment; and
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·
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Proposal 4
: a proposal to ratify Marcum LLP as the Company’s independent registered public accounting firm for
the fiscal year ending December 31, 2019.
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Voting Results
Proposal 1
: Iain Dukes, Maria Fardis,
Wayne P. Rothbaum, Ryan Maynard, Merrill A. McPeak and Michael Weiser were elected as directors on the following vote:
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·
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Iain Dukes was elected with 88,179,199 “FOR” votes and 11,499,663 “WITHHELD” votes;
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·
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Maria Fardis was elected with 99,357,254 “FOR” votes and 321,608 “WITHHELD” votes;
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·
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Ryan Maynard was elected with 98,880,640 “FOR” votes and 798,222 “WITHHELD” votes;
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·
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Merrill A. McPeak was elected with 85,391,820 “FOR” votes and 14,287,042 “WITHHELD” votes;
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·
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Wayne P. Rothbaum was elected with 98,906,054 “FOR” votes and 772,808 “WITHHELD” votes;
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·
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Michael Weiser was elected with 94,091,906 “FOR” votes and 5,586,956 “WITHHELD” votes;
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In addition, there were 13,010,585 broker
non-votes in connection with this proposal.
Proposal 2
: This proposal was approved
with 97,608,036 “FOR” votes, 1,855,058 “AGAINST” votes and 215,768 “ABSTAIN” votes. There were
13,010,585 broker non-votes in connection with this proposal.
Proposal 3
: This proposal was approved
with 111,022,720 “FOR” votes, 1,371,183 “AGAINST” votes and 295,544 “ABSTAIN” votes. There
were 0 broker non-votes in connection with this proposal.
Proposal 4
: This proposal was approved
with 112,184,012 “FOR” votes, 65,116 “AGAINST” votes and 440,319 “ABSTAIN” votes.