Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
On May 13, 2021, the board of directors (the “Board”) of Inovio Pharmaceuticals, Inc. (the “Company”) appointed Roger Dansey to serve as a director of the Company. Dr. Dansey’s term will continue until the Company’s 2022 Annual Meeting of Stockholders. There is no arrangement or understanding between Dr. Dansey and any other person pursuant to which he was selected as a director of the Company, and there is no family relationship between Dr. Dansey and any of the Company’s other directors or executive officers. The Company is not aware of any transaction involving Dr. Dansey requiring disclosure under Item 404(a) of Regulation S-K.
Additional information regarding Dr. Dansey is set forth below:
Roger Dansey, age 64, has served as Chief Medical Officer of Seagen Inc. since May 2018. Prior to that, Dr. Dansey served as Senior Vice President, Clinical Oncology Research at Merck & Co. from January 2015 through April 2018. While at Merck, Dr. Dansey was Therapeutic Area Head for Late Stage Oncology. Dr. Dansey received his medical degree from the University of Witwatersrand in Johannesburg, South Africa.
Dr. Dansey will be compensated in accordance with the Company’s non-employee director compensation policy. He will receive an annual cash retainer of $45,000 for serving on the Board. In addition, Dr. Dansey received initial equity awards under the Company’s 2016 Omnibus Incentive Plan, as amended, upon his appointment as of May 13, 2021, the date of grant. As a newly elected director, Dr. Dansey was awarded 36,000 restricted stock units and a stock option to purchase 54,000 shares of the Company’s common stock at an exercise price of $6.23, the closing price of the Company’s common stock on the date of grant. The restricted stock units will vest over a period of three years, with one-third of the shares vesting on each of the first, second and third anniversaries of the grant date, subject to Dr. Dansey’s continued service as a director of the Company as of each vesting date. With respect to the shares of common stock underlying the stock option grant, one-quarter of the shares vested as of the grant date, with the remainder vesting in three equal annual installments on the first, second and third anniversaries of the grant date, subject to Dr. Dansey’s continued service as a director of the Company as of each vesting date. Dr. Dansey will be eligible to receive additional annual equity awards on each date of the Company’s annual meeting of stockholders in accordance with the non-employee director compensation policy.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 13, 2021, the Company held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). At the Company’s Annual Meeting, the stockholders considered three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 25, 2021. Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.
Proposal 1: The election of the following nominees as directors of the Company to serve until the Company’s 2022 Annual Meeting of Stockholders and until their successors are elected. The votes were cast as follows:
| | | | | | | | | | | | |
Name of Director Nominee | | Votes For | | | Votes
Withheld | | | Broker
Non-Votes | |
Simon X. Benito | | | 37,999,789 | | | | 5,653,535 | | | | 64,836,697 | |
J. Joseph Kim, Ph.D. | | | 37,477,383 | | | | 6,175,941 | | | | 64,836,697 | |
Ann C. Miller, Ph.D. | | | 37,498,940 | | | | 6,154,384 | | | | 64,836,697 | |
Jay P. Shepard | | | 37,688,840 | | | | 5,964,484 | | | | 64,836,697 | |
David B. Weiner, Ph.D. | | | 38,625,796 | | | | 5,027,528 | | | | 64,836,697 | |
Wendy L. Yarno | | | 37,418,032 | | | | 6,235,292 | | | | 64,836,697 | |
Lota S. Zoth | | | 33,456,963 | | | | 10,196,361 | | | | 64,836,697 | |
