Item 5.03 |
Amendments to Articles of Incorporation or Bylaws.
|
Amendment of Certificate of
Incorporation
On May 25, 2022, Marker Therapeutics, Inc. (the “Company”)
filed a Certificate of Amendment to its Certificate of
Incorporation (the “Certificate”) with the Secretary of State of
the State of Delaware. The Company’s board of directors and
stockholders previously approved the Certificate, which increases
the authorized shares of common stock of the Company from
150,000,000 shares to 300,000,000 shares. The Certificate is
attached hereto as Exhibit 3.1 and is incorporated herein by
reference.
Item 5.07 |
Submission of Matters to a Vote of Security Holders.
|
On May 24, 2022, the Company held its 2022 Annual Meeting of
Stockholders (the “Annual Meeting”). The stockholders considered
seven proposals, each of which is described in more detail in the
Company’s definitive proxy statement filed with the Securities and
Exchange Commission on April 15, 2022. Of the 83,078,675
shares outstanding as of the record date, 57,295,876 shares, or
68.97%, were present virtually or represented by proxy at the
Annual Meeting. Set forth below are the results of the matters
submitted for a vote of stockholders at the Annual Meeting.
Proposal No. 1: Election of seven nominees to
serve as directors until the 2023 annual meeting of stockholders
and until their respective successors are elected and qualified.
The votes were cast as follows:
|
|
|
|
|
|
|
|
|
Name
|
|
Votes For |
|
|
Votes
Withheld |
|
David Eansor
|
|
|
30,753,440 |
|
|
|
2,083,729 |
|
Steven Elms
|
|
|
30,965,719 |
|
|
|
1,871,450 |
|
Peter Hoang
|
|
|
30,759,510 |
|
|
|
2,077,659 |
|
David Laskow-Pooley
|
|
|
31,082,497 |
|
|
|
1,754,672 |
|
John Wilson
|
|
|
29,558,131 |
|
|
|
3,279,038 |
|
Juan Vera
|
|
|
31,165,066 |
|
|
|
1,672,103 |
|
Katharine Knobil
|
|
|
31,146,424 |
|
|
|
1,690,745 |
|
Broker Non-Votes:
24,458,707.
All nominees were elected.
Proposal No. 2: Approval, on an advisory basis,
of the compensation of the Company’s named executive officers. The
votes were cast as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Votes For |
|
|
Votes
Against |
|
|
Abstained |
|
Advisory approval of named executive officer compensation
|
|
|
28,164,404 |
|
|
|
4,400,809 |
|
|
|
271,957 |
|
Broker Non-Votes:
24,458,706.
Proposal No. 3: Amendment of the Company’s
Certificate of Incorporation to increase the authorized number of
shares of Common Stock. The votes were cast as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Votes For |
|
|
Votes
Against |
|
|
Abstained |
|
Amendment of Certificate of Incorporation
|
|
|
48,008,847 |
|
|
|
8,680,304 |
|
|
|
606,723 |
|
Broker Non-Votes: 0.