Item 1.01 Entry into a Material Definitive Agreement.






On June 21, 2022, the stockholders of Arcturus Therapeutics Holdings Inc. (the
"Company") approved an amendment (the "2019 Plan Amendment") to the Company's
Amended and Restated 2019 Omnibus Equity Incentive Plan (as amended, the "2019
Plan"). The 2019 Plan Amendment (i) increases the maximum number of shares of
common stock available to 2019 Plan participants by 3,750,000 shares and (ii)
increases the fair market value of cash or share awards a non-employee director
may be granted in a calendar year under the 2019 Plan together with any awards
granted outside of the 2019 Plan from $500,000 to $2,000,000 for newly-appointed
directors, any lead independent director and any non-employee chair, or
$1,000,000 for each other non-employee director. The foregoing is merely a
summary of the 2019 Plan Amendment and the 2019 Plan, and is qualified in its
entirety by reference to the 2019 Plan, as amended by the 2019 Plan Amendment,
which is filed as Exhibit 10.1 hereto and incorporated by reference into this
Item 1.01.

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

On June 21, 2022, the Company held its annual meeting of stockholders (the "Meeting"). The total number of shares entitled to vote at the Meeting was 26,418,965 and there were present at the Meeting, in person or by proxy, 20,945,705 shares, which constituted a quorum for the Meeting.


At the Meeting, the stockholders voted on the following proposals, each of which
is described in more detail in the Company's definitive proxy statement filed
with the Securities and Exchange Commission on May 12, 2022:

(1) To elect Dr. Peter Farrell, Joseph E. Payne, Andy Sassine, James Barlow, Dr. Edward W. Holmes, Dr. Magda Marquet and Dr. Jing L. Marantz to the Board of Directors (the "Board"), to serve until our next annual meeting of stockholders;

(2) To approve, on a non-binding advisory basis, the resolution approving named executive officer compensation;

(3) To approve the 2019 Plan Amendment to amend the 2019 Plan;

(4) To approve, on a non-binding advisory basis, the preferred frequency of stockholder advisory votes on executive compensation, referred to as "say-on-frequency"; and

(5) To ratify the appointment of Ernst & Young LLP ("E&Y"), as our independent registered public accounting firm for the fiscal year ending December 31, 2022.





The final results of the stockholder votes at the Meeting are set forth below:



Proposal No. 1



                                                    For           Withhold       Broker Non-Votes
Approval of the election of the following
individuals as directors of the Company, as
provided in Proposal Number 1 of the Proxy
Statement:
(1) Dr. Peter Farrell                            13,891,902       3,815,108             3,238,695
(2) Joseph E. Payne                              17,158,459         548,551             3,238,695
(3) Andy Sassine                                 16,877,525         829,485             3,238,695
(4) James Barlow                                 16,966,625         740,385             3,238,695
(5) Dr. Edward W. Holmes                         17,022,173         684,837             3,238,695
(6) Dr. Magda Marquet                            17,078,687         628,323             3,238,695
(7) Dr. Jing L. Marantz                          17,164,657         542,353             3,238,695










Proposal No. 2



                                            For           Against       Abstain      Broker Non-Votes
Approval, on a non-binding advisory
basis, the resolution approving
named executive officer
compensation, referred to as
"say-on-pay," as provided in
Proposal Number 2 of the Proxy
Statement:                               17,271,355       205,052       230,603             3,238,695



Proposal No. 3



                                            For           Against        Abstain      Broker Non-Votes
Approval of the 2019 Plan Amendment,
as provided in Proposal Number 3 of
the Proxy Statement:                     9,375,429       8,044,751       286,830             3,238,695



Proposal No. 4



                                       One Year       Two Years      Three Years      Abstain      Broker Non-Votes
Approval, on a non-binding
advisory basis, the preferred
frequency of stockholder advisory
votes on executive compensation,
referred to as "say-on-frequency,
as provided in Proposal Number 4
of the Proxy Statement:               12,516,033         16,300       5,006,920       167,757             3,238,695

In accordance with the voting results on this proposal which sets forth the preference of a majority of the Company's stockholders, the Board of Directors has determined that the Company shall hold an advisory vote on executive compensation every year until the next say-on-frequency vote.





Proposal No. 5



                                                                                     Broker
                                            For           Against       Abstain     Non-Votes
Approval of the ratification of the
appointment of Ernst & Young LLP as
the Company's independent registered
public accounting firm for the year
ending December 31, 2022, as
provided in Proposal Number 5 of the
Proxy Statement:                         20,933,534         7,704

4,467 N/A

Item 9.01 Financial Statements and Exhibits.





(d)         Exhibits

Exhibit No. Description 10.1 * † Amended and Restated 2019 Omnibus Equity Incentive Plan, as amended





* Filed herewith.

† Management compensatory plan, contract or arrangement.

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