PDS Biotechnology Corporation
06/11/2025 | Press release | Distributed by Public on 06/11/2025 14:37
Proxy Results, Management Change/Compensation (Form 8-K)
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
(e)
Amendment to the Third Amended and Restated PDS Biotechnology Corporation 2014 Equity Inventive Plan
PDS Biotechnology Corporation (the "Company") held its 2025 annual meeting of stockholders on June 11, 2025 (the "Annual Meeting"). As previously disclosed, on April 29, 2025, the Board of Directors of the Company adopted, subject to stockholder approval, an amendment (the "Amendment") to the Third Amended and Restated PDS Biotechnology Corporation 2014 Equity Inventive Plan (the "Restated Plan"). The stockholders voted to approve the Amendment at the Annual Meeting. The Amendment authorized an additional 3,144,049 shares for issuance under the Restated Plan to increase the aggregate number of shares issuable under the Restated Plan from 6,565,535 shares to 9,709,584 shares. The Restated Plan remains unchanged in all other respects. The foregoing description of the Amendment does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders.
|
At the Annual Meeting, the following proposals were submitted to the stockholders of the Company:
|
Proposal 1:
|
A proposal to elect two Class A directors of the Company, Stephen Glover and Gregory Freitag, J.D., C.P.A., each to hold office until the 2028 Annual Meeting of Stockholders or until their successors shall have been duly elected and qualified.
|
|
Proposal 2:
|
A proposal to approve an amendment to the Third Amended and Restated PDS Biotechnology Corporation 2014 Equity Incentive Plan.
|
|
|
|
|
Proposal 3:
|
A proposal to ratify the appointment of KPMG US LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025.
|
|
|
|
|
Proposal 4:
|
A proposal to approve, by non-binding advisory vote, the compensation of the Company's named executive officers.
|
For more information about the foregoing proposals, see the Company's definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on April 29, 2025. Of the 45,672,851 shares of the Company's common stock entitled to vote at the Annual Meeting, 30,130,951 shares, or approximately 65.97%, were represented at the Annual Meeting in person or by proxy, constituting a quorum. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, in respect of each such proposal is set forth below.
|
Proposal 1:
|
Election of Class A Directors.
|
The Company's stockholders elected the following directors to serve as Class A directors until the 2028 Annual Meeting of Stockholders of the Company or until their successors are duly elected and qualified. The votes regarding the election of the directors were as follows:
|
Director
|
|
Votes For
|
|
Votes Withheld
|
|
Broker Non-Votes
|
|
Stephen Glover
|
|
10,583,259
|
|
2,781,271
|
|
16,766,421
|
|
Gregory Freitag, J.D., C.P.A.
|
|
10,291,583
|
|
3,072,947
|
|
16,766,421
|
|
Proposal 2:
|
Approval of an amendment to the Third Amended and Restated PDS Biotechnology Corporation 2014 Equity Incentive Plan..
|
The Company's stockholders voted to approve the amendment to the Third Amended and Restated PDS Biotechnology Corporation 2014 Equity Incentive Plan.. The votes regarding this proposal were as follows:
|
Votes For
|
|
Votes Against
|
|
Votes Abstaining
|
|
Broker Non-Votes
|
|
9,158,039
|
|
3,285,825
|
|
846,475
|
|
16,766,421
|
|
Proposal 3:
|
Ratification of Appointment KPMG US LLP.
|
The Company's stockholders ratified the appointment of KPMG US LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025. The votes regarding this proposal were as follows:
|
Votes For
|
|
Votes Against
|
|
Votes Abstaining
|
|
Broker Non-Votes
|
|
25,594,870
|
|
1,494,716
|
|
2,967,174
|
|
0
|
|
Proposal 4:
|
Approval, by non-binding advisory vote, of the compensation of the Company's named executive officers.
|
The Company's stockholders voted to approve, by non-binding advisory vote, the compensation of the Company's named executive officers. The votes regarding this proposal were as follows:
|
Votes For
|
|
Votes Against
|
|
Votes Abstaining
|
|
Broker Non-Votes
|
|
8,981,125
|
|
3,857,108
|
|
452,106
|
|
16,766,421
|
PDS Biotechnology Corporation published this content on June 11, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on June 11, 2025 at 20:37 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at support@pubt.io