Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e)
Amendment to Employment Agreement
The Company entered into an Amendment to Employment Agreement with
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the following proposals were submitted to the stockholders of the Company:
Proposal 1: A proposal to elect
serve as Class C directors until the Company's 2024 annual meeting of stockholders or until their successors are duly elected and qualified.
Proposal 2: A proposal to ratify the appointment of
independent registered public accounting firm for the fiscal year endingDecember 31, 2021 .
Proposal 3: A proposal to approve the Second Amended and Restated PDS
Biotechnology Corporation 2014 Equity Incentive Plan.
Proposal 4: A proposal to approve, by non-binding advisory vote, the compensation
of the Company's named executive officers.
Proposal 5: A proposal to approve, by non-binding advisory vote, the frequency of
future votes on the compensation of the Company's named executive officers.
For more information about the foregoing proposals, see the Company's definitive
proxy statement on Schedule 14A filed with the
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Proposal 1: Election of Class
The Company's stockholders elected the following directors to serve as Class C directors until the 2024 annual meeting of stockholders of the Company or until their successors are duly elected and qualified. The votes regarding the election of the directors were as follows:
Director Votes For Votes Withheld Broker Non-Votes Frank Bedu-Addo, Ph.D. 6,535,593 1,316,432 7,026,610Otis Brawley , M.D. 7,811,423 40,602 7,026,610
Proposal 2: Ratification of
The Company's stockholders ratified the appointment of
Votes For Votes Against Votes Abstaining Broker Non-Votes 14,737,803 103,499
37,333 0
Proposal 3: Approval of the Second Amended and Restated PDS Biotechnology
Corporation 2014 Equity Incentive Plan.
The Company's stockholders voted to approve the
Votes For Votes Against Votes Abstaining Broker Non-Votes 7,117,335 706,154 28,536 7,026,610
Proposal 4: Approval, by non-binding advisory vote, of the compensation of the
Company's named executive officers.
The Company's stockholders voted to approve, by non-binding advisory vote, the compensation of the Company's named executive officers. The votes regarding this proposal were as follows:
Votes For Votes Against Votes Abstaining Broker Non-Votes 7,113,292 705,969 32,764 7,026,610
Proposal 5: Approval, by non-binding advisory vote, of the frequency of future
votes on the compensation of the Company's named executive officers.
The Company's stockholders voted to approve, by non-binding advisory vote, the frequency of future votes on the compensation of the Company's named executive officers. The votes regarding this proposal were as follows:
1 Year 2 Years 3 Years Abstain Broker Non-Votes 7,055,547 655,047 120,744 20,687 7,026,610
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 10.1Second Amended and Restated PDS Biotechnology Corporation 2014 Equity Incentive Plan (filed as Exhibit 10.3 to the Company's Current Report on Form 8-K onDecember 9, 2020 , and incorporated by reference herein). 10.2 Amendment to Employment Agreement by and betweenPDS Biotechnology Corporation andGregory Conn , Ph.D., effective as ofJune 17, 2021 .
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