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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 6, 2018, Iovance Biotherapeutics,
Inc. (the “
Company
”) held its 2018 Annual Meeting (the “
Annual Meeting
”) at the offices of
Morgan, Lewis & Bockius LLP, 101 Park Avenue, 39th Floor, New York, New York 10178. 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, 72,840,559 shares, or approximately 81.3% of all outstanding shares of 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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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 2019 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 the Company’s 2018 Equity Incentive Plan;
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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, 2018.
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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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Iain Dukes was elected with 60,962,923 “FOR” votes and 3,820,299 “WITHHELD” votes;
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Maria Fardis was elected with 64,610,526 “FOR” votes and 172,696 “WITHHELD” votes;
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Wayne P. Rothbaum was elected with 61,157,701 “FOR” votes and 3,625,521 “WITHHELD” votes;
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Ryan Maynard was elected with 64,458,508 “FOR” votes and 324,714 “WITHHELD” votes;
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Merrill A. McPeak was elected with 59,183,753 “FOR” votes and 5,599,469 “WITHHELD” votes;
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Michael Weiser was elected with 64,512,151 “FOR” votes and 271,071 “WITHHELD” votes;
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In addition, there were 8,057,337 broker
non-votes in connection with this proposal.
Proposal 2
: This proposal was approved
with 64,255,301 “FOR” votes, 372,356 “AGAINST” votes and 155,565 “ABSTAIN” votes. There were
8,057,337 broker non-votes in connection with this proposal.
Proposal 3
: This proposal was approved
with 57,584,262 “FOR” votes, 7,076,974 “AGAINST” votes and 121,986 “ABSTAIN” votes. There were
8,057,337 broker non-votes in connection with this proposal.
Proposal 4
: This proposal was approved
with 72,727,680 “FOR” votes, 12,249 “AGAINST” votes and 100,630 “ABSTAIN” votes.