ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;


          APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
          OFFICERS




(e) 2021 Stock Incentive Plan

As described in Item 5.07 below, on June 23, 2021 at the 2021 Annual Meeting of Stockholders (the "Meeting") of Cellectar Biosciences, Inc. (the "Company"), the Company's stockholders approved the 2021 Stock Incentive Plan (the "Plan") reserving 6,000,000 shares for issuance under such plan and the material terms thereof.

A summary of the Plan is set forth in the Company's definitive proxy statement filed with the Securities and Exchange Commission on May 13, 2021. That summary and the above description of the Plan do not purport to be complete and are qualified in their entirety by reference to the Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.




ITEM 5.07  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company convened the Meeting at 10:00 a.m., local time, on June 23, 2021. The Meeting was held at the Company's corporate headquarters located at 100 Campus Drive, Florham Park, New Jersey 07932, pursuant to notice duly given.

At the close of business on April 26, 2021, the record date for the determination of stockholders entitled to vote at the Meeting, there were 52,726,278 shares of the Company's common stock, each share being entitled to vote, constituting all of the outstanding voting securities of the Company.

At the Meeting, the holders of 28,538,515 shares of the Company's common stock were represented in person or by proxy constituting a quorum.

Five proposals were presented for stockholder approval at the Meeting:

Proposal No.1 - Election of Directors

To serve as Class I directors, John Neis and Dr. Asher Chanan-Khan, were nominated and elected to serve three-year terms. The vote was as follows:





Nominee              For     Withheld Broker Non-Votes
John Neis         12,170,261 838,762     15,529,492

Asher Chanan-Khan 12,691,589 317,434 15,529,492

Proposal No. 2 - Approval of 2021 Stock Incentive Plan

We requested approval of the 2021 Stock Incentive Plan reserving 6,000,000 shares for issuance under such plan and the material terms thereof. The stockholders approved the Plan. The vote was as follows:





   For     Against Abstain Broker Non-Votes
12,012,350 888,229 108,444    15,529,492




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Proposal No. 3 - Approval of Executive Compensation

We requested approval on a non-binding advisory basis of the compensation of the Company's named executive officers. The stockholders approved the compensation. The vote was as follows:





   For     Against Abstain Broker Non-Votes
12,060,703 814,112 134,208    15,529,492

Proposal No. 4 - Approval of the Frequency of Future Votes on Executive Compensation

We requested approval on a non-binding advisory basis on the frequency of future stockholder advisory votes on executive compensation. The stockholders voted for stockholder advisory votes on executive compensation to occur every year. The vote was as follows:





One Year  Two Years Three Years Abstain
9,457,632  192,705   3,252,011  106,675

Based on these results, the Board of Directors of the Company has determined that the Company will hold an advisory vote on executive compensation every year.

Proposal No. 5 - Ratification of Appointment of Independent Registered Public Accounting Firm

We requested ratification of the appointment by the Audit Committee of our Board of Directors of Baker Tilly US, LLP (formerly known as Baker Tilly Virchow Krause, LLP) to be our independent registered public accounting firm for fiscal 2021. The stockholders ratified the appointment. The vote was as follows:





   For     Against Abstain
28,332,366 178,063 28,086

ITEM 7.01 REGULATION FD DISCLOSURE

On June 24, 2021, we announced the appointment of Dr. Asher Alban Chanan-Khan to our Board of Directors, effective as of June 24, 2021.

Dr. Chanan-Khan currently serves as Professor of Medicine & Oncology at the Mayo Clinic School of Medicine, a position he has held since 2011. He served as Chair, Department of Hematology & Oncology at the Mayo Clinic, Florida from October 2011 until January 2018. Prior to Mayo, Dr. Chanan-Khan spent over a decade as an attending physician at the Roswell Park Comprehensive Cancer Center. He was also a tenured member of Faculty of Medicine at the State University of New York (SUNY) Buffalo for over a decade. Dr. Chanan-Khan received an M.D. in Hematology/Oncology from New York University, and an M.D. in Internal Medicine from Columbia University Vagelos College of Physicians and Surgeons. He received his Bachelor of Medicine and Bachelor of Surgery from the Allama Iqbal Medical College, Punjab University in Lahore Pakistan.





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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS






(d) Exhibits



 Number    Title

  10.1       2021 Stock Incentive Plan
  99.1       Press release dated June 24, 2021, titled "Cellectar Announces the
           Election of Dr. Asher Alban Chanan-Khan to its Board of Directors"




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