Proxy Results, Amendments to Bylaws (Form 8-K)

PDS Biotechnology Corporation (the "Company") held its 2026 annual meeting of stockholders on August 10, 2026 (the "Annual Meeting"). As previously disclosed, on June 15, 2026, the Board of Directors of the Company adopted, subject to stockholder approval, an amendment (the "Amendment") to the Eighth Amended and Restated Certificate of Incorporation of the Company (as amended, the "Charter"). The stockholders voted to approve the Amendment at the Annual Meeting. The Amendment increased the number of shares of authorized common stock, par value $0.00033 per share, of the Company from 150,000,000 to 300,000,000 shares. The Charter 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 3.1 hereto and is incorporated by reference herein.

At the Annual Meeting, the following proposals were submitted to the stockholders of the Company:

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 June 26, 2026. Of the 55,815,653 shares of the Company's common stock entitled to vote at the Annual Meeting, 31,594,722 shares, or approximately 56.60%, 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.

The Company's stockholders elected the following directors to serve as Class B directors until the 2029 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:

The Company's stockholders voted to approve the Amendment. The votes regarding this proposal were as follows:

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, 2026. The votes regarding this proposal were as follows:

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: