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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 8, 2020, the Board of Directors
(the “Board”) of Iovance Biotherapeutics, Inc. (the “Company”) adopted the Iovance Biotherapeutics,
Inc. 2020 Employee Stock Purchase Plan (the “ESPP”) following approval of the ESPP by the Company’s stockholders
at the Company’s 2020 Annual Meeting of Stockholders held on June 8, 2020 (the “Annual Meeting”), as set
forth in Item 5.07 below.
A
detailed description of the terms of the ESPP is contained in the Company’s Definitive Proxy Statement on Schedule 14A, which
was filed with the Securities and Exchange Commission on April 27, 2020 for the Annual Meeting (the “Proxy Statement”),
under the caption “Proposal No. 5 – Approval of our 2020 Employee Stock Purchase Plan,” and is incorporated herein
by reference. This description is qualified in its entirety by the terms and conditions of the ESPP, a copy of which is filed as
Exhibit 10.1 hereto and incorporated by reference herein.
Additionally,
effective as of June 8, 2020, the Company adopted an amendment to its 2018 Equity Incentive Plan to increase the number
of shares of the Company’s common stock authorized for issuance thereunder from 6,000,000 shares to 14,000,000 shares (the
“2018 Plan Amendment”), following approval of the 2018 Plan Amendment by the Company’s stockholders
at the Annual Meeting, as set forth in Item 5.07 below.
A detailed description of the 2018 Equity
Incentive Plan, as amended (the “2018 Plan”) is contained in the Proxy Statement under the caption “Proposal
No. 4 – Approval of an Amendment to our 2018 Equity Incentive Plan to Increase the Number of Shares of the Company’s
Common Stock Authorized for Issuance Thereunder from 6,000,000 Shares to 14,000,000 Shares,” and is incorporated herein by
reference. This description is qualified in its entirety by the terms and conditions of the 2018 Plan, a copy of which is filed
as Exhibit 10.2 hereto and incorporated by reference herein.
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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 8, 2020, the Company held the Annual
Meeting virtually, via live webcast. At the Annual Meeting, the Company’s stockholders voted on six proposals, each of which
is described in more detail in the Company’s Proxy Statement. At the Annual Meeting, 113,543,749 shares, or approximately
89.5% of all shares of the Company’s common stock outstanding as of the record date, 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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Proposal 1: a proposal to elect Iain Dukes, D. Phil., Maria Fardis, Ph.D., MBA, Athena Countouriotis, M.D., Ryan Maynard, Merrill A. McPeak, Wayne P. Rothbaum and Michael Weiser, M.D., Ph.D. to the Board to serve as directors until the Company’s 2021 Annual Meeting of stockholders;
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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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Proposal 3: a proposal to approve, on a non-binding advisory basis, of the frequency of the Company’s future votes on the compensation of the Company’s named executive officers;
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Proposal 4: a proposal to approve the 2018 Plan Amendment;
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Proposal 5: a proposal to approve the ESPP; and
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Proposal 6: a proposal to ratify Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.
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Voting Results
Proposal 1: Iain Dukes, D. Phil.,
Maria Fardis, Ph.D., MBA, Athena Countouriotis, M.D., Ryan Maynard, Merrill A. McPeak, Wayne P. Rothbaum and Michael Weiser, M.D.,
Ph.D. were elected as directors on the following vote:
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Dr. Dukes was elected with 96,716,031 “FOR” votes and 3,738,475 “WITHHELD” votes;
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Dr. Fardis was elected with 99,882,234 “FOR” votes and 572,272 “WITHHELD” votes;
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Dr. Countouriotis was elected with 79,521,905 “FOR” votes and 20,932,601 “WITHHELD” votes;
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Mr. Maynard was elected with 99,618,427 “FOR” votes and 836,079 “WITHHELD” votes;
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General McPeak was elected with 97,832,620 “FOR” votes and 2,621,886 “WITHHELD” votes;
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Mr. Rothbaum was elected with 99,562,933 “FOR” votes and 891,573 “WITHHELD” votes; and
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Dr. Weiser was elected with 99,250,359 “FOR” votes and 1,204,147 “WITHHELD” votes.
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In addition, there were 13,089,243 broker
non-votes in connection with this proposal.
Proposal 2: This proposal was approved
with 98,602,069 “FOR” votes, 1,194,391 “AGAINST” votes and 658,046 “ABSTAIN” votes. There were
13,089,243 broker non-votes in connection with this proposal.
Proposal 3: The Company’s stockholders
voted to approve that an advisory vote on the compensation of the Company’s named executive officers be held on an annual
basis, in accordance with the Board’s recommendation. The results for this proposal were as follows: 99,649,073 “FOR”
votes, 312,596 “AGAINST” votes and 492,837“ABSTAIN” votes. There were 13,089,243 broker non-votes in connection
with this proposal.
Proposal 4: This proposal was approved
with 98,412,120 “FOR” votes, 1,632,743 “AGAINST” votes and 409,643 “ABSTAIN” votes. There were
13,089,243 broker non-votes in connection with this proposal.
Proposal 5: This proposal was approved
with 100,019,760 “FOR” votes, 67,957 “AGAINST” votes and 366,789 “ABSTAIN” votes. There were
13,089,243 broker non-votes in connection with this proposal.
Proposal 6: This proposal was approved
with 112,892,456 “FOR” votes, 155,272 “AGAINST” votes and 496,021 “ABSTAIN” votes. There were
0 broker non-votes in connection with this proposal.