Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Two Class II Directors

On November 9, 2021, Actinium Pharmaceuticals, Inc. (the "Company") held its 2021 annual meeting of stockholders (the "Annual Meeting"). As previously reported in the Company's definitive proxy statement filed with the Securities and Exchange Commission (the "SEC") on October 18, 2021 (as supplemented by the definitive additional materials filed with the SEC on November 5, 2021, the "2021 Proxy"), the terms of the Company's two Class II directors were scheduled to expire at the Annual Meeting, and the Company's board of directors (the "Board") nominated each of them for re-election at the Annual Meeting.

At the Annual Meeting, Sandesh Seth and Jeffrey W. Chell were elected as Class II directors of the Board to serve for a term expiring at the Company's 2024 annual meeting of stockholders.

Amendment to the Actinium Pharmaceutical, Inc. 2019 Plan

At the Annual Meeting, stockholders approved the Second Amendment (the "Second Amendment") to the Actinium Pharmaceuticals, Inc. 2019 Plan, as amended by the first amendment to Actinium Pharmaceuticals Inc. 2019 Plan, effective November 18, 2020 (as amended, the "2019 Plan"), to increase the number of shares of common stock available for issuance pursuant to awards under the 2019 Plan by 2,750,000 shares, to a total of 5,833,333 shares of the Company's common stock.

For more information about the matters above, see the Company's 2021 Proxy, the relevant portions of which are incorporated herein by reference. The description of the Second Amendment above and such portions of the 2021 Proxy are qualified in their entirety by reference to the full text of the Second Amendment, filed as Exhibits 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

A total of 12,755,273 shares of the Company's common stock were present in person or represented by proxy at the Annual Meeting. Holders of the Company's common stock were entitled to one vote per share. At the Company's Annual Meeting, the following three proposals were submitted to the Company's stockholders:





(1)   Election of two directors to serve as Class II directors on the Company's
      Board of Directors for a term that expires at the 2024 Annual Meeting of
      Stockholders, or until each director's successor is elected and qualified or
      until such director's earlier resignation or removal:




Director               For          Against       Withheld /Abstained       Broker Non-Votes
Sandesh Seth         4,075,776             0                 2,111,222              6,568,275
Jeffrey W. Chell     5,144,927             0                 1,042,071              6,568,275




(2)   Approval of an amendment to the Actinium Pharmaceuticals' Inc. 2019 Plan, as
      amended by the first amendment to Actinium Pharmaceuticals Inc. 2019 Plan,
      to increase the total number of shares of common stock authorized for
      issuance under such plan from 3,083,333 by 2,750,000, to a total of
      5,833,333 shares:




    For           Against        Withheld /Abstained       Broker Non-Votes
  3,740,294       2,212,770              233,934                6,568,275




(3)   Ratification of the appointment of Marcum LLP as the Company's independent
      registered public accounting firm for the 2021 fiscal year:




    For           Against       Withheld /Abstained      Broker Non-Votes
  12,371,473       137,529              246,271                      0

For more information about the foregoing proposals, see the Company's 2021 Proxy, the relevant portions of which are incorporated herein by reference.

The results reported above are final voting results. No other matters were considered or voted upon at the meeting.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit
Number                                     Description
10.1         Second Amendment to the Actinium Pharmaceuticals, Inc. 2019 Plan
104        Cover Page Interactive Data File (embedded within the Inline XBRL document)

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