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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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As described under Item 5.07 of this report, on
June 17, 2021, the stockholders of the Mustang Bio, Inc. (“Mustang”) voted at the 2021 Annual Meeting to approve an amendment
to Mustang’s Amended and Restated Certificate of Incorporation to increase the number of shares of common stock authorized for issuance
by 25,000,000 shares, bringing the total number of authorized shares of common stock to 150,000,000 shares (the “Amendment”).
On June 17, 2021, following the 2021 Annual Meeting,
the Company filed a certificate of amendment (the “Certificate”) giving effect to the Amendment with the Secretary of State
of the State of Delaware. A copy of the Certificate is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by
reference in this Item 5.03.
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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Mustang held its annual meeting of stockholders
on June 17, 2021 by means of an online virtual meeting platform at 3:00 p.m. Eastern Time. Stockholders representing 67,445,018, or 77.70%
of the 86,797,943 shares entitled to vote were represented in person or by proxy constituting a quorum. At the annual meeting, the following
five proposals were approved: (i) the election of six directors to hold office until the 2022 annual meeting; (ii) the ratification of
the appointment of BDO USA, LLP as Mustang’s independent registered public accounting firm for the year ending December 31, 2021;
(iii) an amendment to Mustang’s Amended and Restated Certificate of Incorporation to increase the number of shares of common stock
authorized for issuance by 25,000,000 shares from 125,000,000 to 150,000,000; (iv) an amendment to Mustang’s 2016 Incentive Plan
to increase the shares of common stock available for issuance under the 2016 Incentive Plan by 3,000,000 shares; and (v) an amendment
to Mustang’s 2019 Employee Stock Purchase Plan to increase the shares of common stock available for issuance under the 2019 Employee
Stock Purchase Plan by 600,000 shares. Proposal 3, a shareholder proposal to amend the Company’s articles and/or bylaws to require
majority vote in director elections, was not approved. The six proposals are described in detail in Mustang’s definitive proxy statement
dated April 30, 2021 for the annual meeting.
Proposal 1
The votes with respect to the election of six
directors to hold office until the 2022 annual meeting were as follows:
Director
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For
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% Voted For
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Withheld
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% Voted Withheld
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Michael S. Weiss
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23,856,742
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66.90%
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11,803,741
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33.10%
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Lindsay A. Rosenwald, M.D.
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23,831,511
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66.83%
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11,828,972
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33.17%
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Neil Herskowitz
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25,810,625
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72.38%
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9,849,858
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27.62%
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Manuel Litchman, M.D.
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27,106,829
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76.01%
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8,553,654
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23.99%
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Adam Chill
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29,709,544
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83.31%
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5,950,939
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16.69%
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Michael Zelefsky, M.D.
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29,737,383
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83.39%
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5,923,100
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16.61%
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In addition, holders of all of Mustang’s
issued and outstanding Class A Preferred Stock voted all of their preferred shares in favor of re-electing the six directors named above.
Proposal 2
The votes with respect to the ratification of
BDO USA, LLP as Mustang’s independent registered accounting firm for the year ending December 31, 2021 was as follows:
Total Votes For
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Total Votes Against
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Abstentions
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Broker Non-Votes
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66,561,128
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431,301
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452,589
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0
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In addition, holders of all of Mustang’s
issued and outstanding Class A Preferred Stock voted all of their preferred shares in favor of ratifying the appointment of BDO USA, LLP
as Mustang’s independent registered public accounting firm for the year ending December 31, 2021.
Proposal 3
The votes with respect to a shareholder proposal
to amend Mustang’s articles of incorporation and/or bylaws to require a majority vote in director elections was as follows:
Total Votes For
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Total Votes Against
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Abstentions
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Broker Non-Votes
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17,673,865
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17,766,815
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219,803
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31,784,535
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In addition, holders of all of Mustang’s issued and outstanding
Class A Preferred Stock voted all of their preferred shares against the shareholder proposal to amend Mustang’s articles of incorporation
and/or bylaws to require a majority vote in director elections.
Proposal 4
The votes with respect to the approval of an amendment to Mustang’s
Amended and Restated Certificate of Incorporation was as follows:
Total Votes For
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Total Votes Against
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Abstentions
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Broker Non-Votes
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60,924,543
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5,992,543
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527,932
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0
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In addition, holders of all of Mustang’s issued and outstanding
Class A Preferred Stock voted all of their preferred shares in favor of the amendment to Mustang’s Amended and Restated Certificate
of Incorporation.
Proposal 5
The vote with respect to the approval of an amendment to Mustang’s
2016 Incentive Plan was as follows:
Total Votes For
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Total Votes Against
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Abstentions
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Broker Non-Votes
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34,057,508
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1,468,448
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134,527
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31,784,535
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In addition, holders of all of Mustang’s issued and outstanding
Class A Preferred Stock voted all of their preferred shares in favor of the amendment to Mustang’s 2016 Incentive Plan.
Proposal 6
The vote with respect to the approval of an amendment to Mustang’s
2019 Employee Stock Purchase Plan was as follows:
Total Votes For
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Total Votes Against
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Abstentions
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Broker Non-Votes
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34,445,971
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1,159,450
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55,062
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31,784,535
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In addition, holders of all of Mustang’s issued and outstanding
Class A Preferred Stock voted all of their preferred shares in favor of the amendment to Mustang’s 2019 Employee Stock Purchase
Plan.