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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On December 19, 2017, iBio, Inc. (the “Company”)
held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 92,818,510 shares of the Company’s
common stock were entitled to vote as of November 16, 2017, the record date for the Annual Meeting. There were 63,180,403 shares
present in person or by proxy at the Annual Meeting.
As described in the Company’s Proxy
Statement on Schedule 14A filed with the Securities and Exchange Commission on November 27, 2017, and as supplemented on December
7, 2017 (the “Proxy Statement”), at the Annual Meeting the stockholders were asked to vote on five matters: (1) the
election of two directors each to serve as Class III directors for a three year term expiring at the 2020 annual meeting of stockholders
or until successors have been duly elected and qualified; (2) ratification of the appointment of CohnReznick LLP as the Company’s
independent registered public accounting firm for the fiscal year ending June 30, 2018; (3) approval of an advisory vote on executive
compensation (“say-on-pay”); (4) approval of an amendment to the Company’s certificate of incorporation, as amended,
increasing the number of authorized shares of its common stock from 175 million shares to 275 million shares and (5) approval of
an amendment to the Company’s 2008 Omnibus Equity Incentive Plan, as amended, to increase the number of shares of its common
stock authorized for issuance thereunder from 15 million shares to 25 million shares. The proposals are described in detail in
the Proxy Statement.
The final voting results of the Annual
Meeting are set forth below.
Proposal 1 - Election of Directors - The
Company’s stockholders elected John D. McKey, Jr. and Seymour Flug to serve as Class III directors of the Company for a three-year
term expiring in 2020. The voting results for each of these individuals were as follows:
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Director
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Votes For
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Votes Withheld
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Broker Non-Votes
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John D. McKey, Jr.
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34,640,496
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515,901
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28,024,006
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Seymour Flug
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34,633,299
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523,098
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28,024,006
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Proposal 2 - Ratification of the selection
of the Company’s independent registered public accounting firm - The Company’s stockholders ratified the selection
of CohnReznick LLP as the Company’s independent registered public accounting firm for the current fiscal year ending June
30, 2018. The voting results were 57,590,912 shares “FOR,” 4,927,642 shares “AGAINST,” and 661,849 abstentions.
Proposal 3 – “Say on pay”
proposal - The Company’s stockholders approved, on an advisory basis, the compensation of its named executive officers. The
voting results were 32,863,534 shares “FOR,” 1,485,627 shares “AGAINST,” 807,236 abstentions and 28,024,006
broker non-votes.
Proposal 4 – Amendment to the Company’s
certificate of incorporation - The Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation,
as amended, increasing the number of authorized shares of its common stock from 175 million shares to 275 million shares. The voting
results were 50,930,691 shares “FOR,” 11,812,858 shares “AGAINST,” and 436,854 abstentions.
Proposal 5 – Amendment to the Company’s
2008 Omnibus Equity Incentive Plan - The proposal to amend the Company’s 2008 Omnibus Equity Incentive Plan, as amended,
to increase the number of shares of its common stock authorized for issuance thereunder from 15 million shares to 25 million shares
was not approved at the Annual Meeting. Less than a majority of shares present at the Annual Meeting, either in person or by proxy,
were voted “For” this proposal, and therefore, this proposal did not achieve the minimum required vote for approval
described in the Proxy Statement. The voting results were 30,670,650 shares “FOR,” 4,385,920 shares “AGAINST,”
99,827 abstentions and 28,024,006 broker non-votes.