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


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.



(e)

Second Amended and Restated PDS Biotechnology Corporation 2014 Equity Inventive Plan

PDS Biotechnology Corporation (the "Company") held its 2021 annual meeting of stockholders on June 17, 2021 (the "Annual Meeting"). As previously disclosed, on December 8, 2020, the Board of Directors of the Company adopted, subject to stockholder approval, the Second Amended and Restated PDS Biotechnology Corporation 2014 Equity Inventive Plan (the "Restated Plan"), which would amend and restate the Amended and Restated PDS Biotechnology Corporation 2014 Equity Incentive Plan (the "Current Plan"). The stockholders voted to approve the Restated Plan at the Annual Meeting. The Restated Plan is identical to the Current Plan in all material respects, except as follows: (a) the number of shares of Common Stock authorized for issuance under the Restated Plan will increase from 826,292 shares to 3,339,243 shares, plus the total number of shares that remained available for issuance, that are not covered by outstanding awards issued under the Current Plan, immediately prior to December 8, 2020; and (b) the Restated Plan will terminate on December 7, 2030, unless earlier terminated. The foregoing description of the Restated Plan does not purport to be complete, and is qualified in its entirety by reference to the full text of the Restated Plan, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Amendment to Employment Agreement

The Company entered into an Amendment to Employment Agreement with Gregory Conn, Ph.D., its Chief Medical Officer, effective as of June 17, 2021 (the "Amendment"). The Amendment reduced Dr. Conn's base salary to $120,000 per year. The Amendment further amended the terms of Dr. Conn's employment with the Company to provide that Dr. Conn is only required to work or otherwise provide services to the Company for a minimum of/up to 30 hours per week. The foregoing description of the Amendment does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.2 hereto and is incorporated by reference herein.

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 Frank Bedu-Addo, Ph.D. and Otis Brawley, M.D. to


            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 KPMG US LLP as the Company's


            independent registered public accounting firm for the fiscal year
            ending December 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 United States Securities and Exchange Commission on April 29, 2021. Of the 22,278,261 shares of the Company's common stock entitled to vote at the Annual Meeting, 14,878,635 shares, or approximately 66.78%, were represented at the Annual Meeting in person or by proxy, constituting a quorum. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, in respect of each such proposal is set forth below.

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Proposal 1: Election of Class C Directors.

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         7,026,610
Otis Brawley, M.D.       7,811,423       40,602          7,026,610


Proposal 2: Ratification of Appointment KPMG US LLP

The Company's stockholders ratified the appointment of KPMG US LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021. The votes regarding this proposal were as follows:

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 Second Amended and Restated PDS Biotechnology Corporation 2014 Equity Incentive Plan. The votes regarding this proposal were as follows:



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
  10.1   Second 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 on December 9, 2020, and incorporated by reference herein).
  10.2   Amendment to Employment Agreement by and between PDS Biotechnology
         Corporation and Gregory Conn, Ph.D., effective as of June 17, 2021.


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