Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
A detailed description of the terms of the ESPP is contained in the Company's
Definitive Proxy Statement on Schedule 14A, which was filed with the
Additionally, effective as of
A detailed description of the 2018 Equity Incentive Plan, as amended (the "2018 Plan") is contained in the Proxy Statement under the caption "Proposal No. 4 - Approval of an Amendment to our 2018 Equity Incentive Plan to Increase the Number of Shares of the Company's Common Stock Authorized for Issuance Thereunder from 6,000,000 Shares to 14,000,000 Shares," and is incorporated herein by reference. This description is qualified in its entirety by the terms and conditions of the 2018 Plan, a copy of which is filed as Exhibit 10.2 hereto and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Annual Meeting of Stockholders
On
· Proposal 1: a proposal to electIain Dukes ,D. Phil .,Maria Fardis , Ph.D., MBA,Athena Countouriotis , M.D.,Ryan Maynard , Merrill A. McPeak,Wayne P. Rothbaum andMichael Weiser , M.D., Ph.D. to the Board to serve as directors until the Company's 2021 Annual Meeting of stockholders; · Proposal 2: a proposal to approve, on a non-binding advisory basis, the compensation of the Company's named executive officers; · Proposal 3: a proposal to approve, on a non-binding advisory basis, of the frequency of the Company's future votes on the compensation of the Company's named executive officers; · Proposal 4: a proposal to approve the 2018 Plan Amendment; · Proposal 5: a proposal to approve the ESPP; and · Proposal 6: a proposal to ratifyMarcum LLP as the Company's independent registered public accounting firm for the fiscal year endingDecember 31, 2020 . Voting Results
Proposal 1:
·Dr. Dukes was elected with 96,716,031 "FOR" votes and 3,738,475 "WITHHELD" votes; ·Dr. Fardis was elected with 99,882,234 "FOR" votes and 572,272 "WITHHELD" votes; ·Dr. Countouriotis was elected with 79,521,905 "FOR" votes and 20,932,601 "WITHHELD" votes; ·Mr. Maynard was elected with 99,618,427 "FOR" votes and 836,079 "WITHHELD" votes; ·General McPeak was elected with 97,832,620 "FOR" votes and 2,621,886 "WITHHELD" votes; ·Mr. Rothbaum was elected with 99,562,933 "FOR" votes and 891,573 "WITHHELD" votes; and ·Dr. Weiser was elected with 99,250,359 "FOR" votes and 1,204,147 "WITHHELD" votes.
In addition, there were 13,089,243 broker non-votes in connection with this proposal.
Proposal 2: This proposal was approved with 98,602,069 "FOR" votes, 1,194,391 "AGAINST" votes and 658,046 "ABSTAIN" votes. There were 13,089,243 broker non-votes in connection with this proposal.
Proposal 3: The Company's stockholders voted to approve that an advisory vote on the compensation of the Company's named executive officers be held on an annual basis, in accordance with the Board's recommendation. The results for this proposal were as follows: 99,649,073 "FOR" votes, 312,596 "AGAINST" votes and 492,837"ABSTAIN" votes. There were 13,089,243 broker non-votes in connection with this proposal.
Proposal 4: This proposal was approved with 98,412,120 "FOR" votes, 1,632,743 "AGAINST" votes and 409,643 "ABSTAIN" votes. There were 13,089,243 broker non-votes in connection with this proposal.
Proposal 5: This proposal was approved with 100,019,760 "FOR" votes, 67,957 "AGAINST" votes and 366,789 "ABSTAIN" votes. There were 13,089,243 broker non-votes in connection with this proposal.
Proposal 6: This proposal was approved with 112,892,456 "FOR" votes, 155,272 "AGAINST" votes and 496,021 "ABSTAIN" votes. There were 0 broker non-votes in connection with this proposal.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1Iovance Biotherapeutics, Inc. 2020 Employee Stock Purchase Plan. 10.2Iovance Biotherapeutics, Inc. 2018 Equity Incentive Plan, as amended.
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