Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

As disclosed in Item 5.07 below, on December 8, 2021, Benitec Biopharma Inc. (the "Company") held its 2021 Annual Meeting of Stockholders (the "2021 Annual Meeting"). At the 2021 Annual Meeting, the Company's stockholders approved an amendment (the "Plan Amendment") to the Company's 2020 Equity and Incentive Compensation Plan (the "Plan"), which was previously approved by the Company's board of directors. A description of the terms of the Plan Amendment can be found in Proposal 2 - Approval of an Amendment to the 2020 Equity and Incentive Compensation Plan in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 22, 2021 and incorporated herein by reference. Such summary is qualified in its entirety by reference to the terms of the Plan Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference into this Item 5.02.

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

The 2021 Annual Meeting was held virtually on December 8, 2021. A total of 5,439,836 shares of the Company's common stock were present or represented by proxy at the 2021 Annual Meeting, representing 66.6% of the issued and outstanding shares entitled to vote at the meeting. Share numbers reported in this Current Report on Form 8-K have been rounded down to the nearest whole share. The proposals voted upon and the final results of the vote were as follows:



Proposal 1 - Election of Director for a Term of Three Years. The results were as
follows:



Director Nominee       For         Withhold       Broker Non-Votes
J. Kevin Buchi       3,323,755       284,653              1,831,428
Peter Francis        3,322,564       285,844              1,831,428

Proposal 2 - Approval of an Amendment to the 2020 Equity and Incentive Compensation Plan. The results were was follows:





For              Against      Abstain       Broker Non-Vote
  3,255,547       337,273       15,588             1,831,428

Proposal 3 - Ratification of Appointment of Independent Registered Public Accounting Firm. The results were as follows:





For             Against      Abstain
  5,344,704       12,923       82,209

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Proposal 4 - Advisory Vote on Executive Compensation. The results were as
follows:



For          Against      Abstain       Broker Non-Vote
3,429,224     144,208       34,975             1,831,428

Proposal 5 - Advisory Vote on Frequency of Say-on-Pay Vote. The results were as follows:

One Year Two Years Three Years Abstain Broker Non-Vote 3,461,427 12,518

            90,081       44,382             1,831,428

Proposal 6 - Approval of an Amendment to Company's Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock. The results were as follows:





For          Against      Abstain
4,779,634     620,660       39,542

Proposal 7 - Approval of Amendment to the Company's Certificate of Incorporation to Authorize the Issuance of Up to 5,000,000 Shares of Preferred Stock. The results were as follows:





For          Against      Abstain       Broker Non-Vote
3,050,963     540,908       16,537             1,831,428

Proposal 8 - Approval of the Adjournment of the Annual Meeting, if Necessary, to Solicit Additional Proxies. The results were as follows:





For          Against      Abstain
4,781,265     612,020       46,551

Each of the proposals except for Proposal 7 received the required number of votes to be approved by the Company's stockholders.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits



Exhibit No.       Description

10.1                First Amendment to Benitec Biopharma Inc. 2020 Equity and
                  Incentive Compensation Plan, dated as of December 8, 2021
                  (incorporated by reference to Appendix A to the Company's
                  Definitive Proxy Statement on Schedule 14A filed on October 22,
                  2021)

104               Cover Page Interactive Data File (embedded within the Inline XBRL
                  document)

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