ARCTURUS THERAPEUTICS HOLDINGS INC. Form 8-K (June 21, 2022)

Summary

Current report on Form 8-K of Arcturus Therapeutics Holdings Inc., date of report June 21, 2022, filed under Items 1.01, 5.07 and 9.01. It states that on June 21, 2022 stockholders approved an amendment to the Amended and Restated 2019 Omnibus Equity Incentive Plan that increases the maximum number of shares available by 3,750,000 and raises the limit on awards to a non-employee director in a calendar year from $500,000 to $2,000,000 for newly-appointed directors, any lead independent director and any non-employee chair, or $1,000,000 for each other non-employee director. On that plan amendment the votes were 9,375,429 for, 8,044,751 against and 286,830 abstaining. The report also gives results on the election of directors, say-on-pay, say-on-frequency and the ratification of Ernst & Young LLP. The signature block shows /s/ Joseph E. Payne.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act
of 1934

Date of Report (Date of earliest
event reported): June 21, 2022

ARCTURUS THERAPEUTICS HOLDINGS
INC.

(Exact name of registrant as
specified in its charter)

Delaware | 001-38942 | 32-0595345
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.)

10628 Science Center Drive , Suite
250

San Diego , California 92121

(Address of principal executive
offices)

Registrant’s telephone
number, including area code: (858) 900-2660

(Former name or former address,
if changed since last report)

Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of
the Act:

Title of each class | Trading Symbol(s) | Name of each exchange on which registered
Common stock, par value $0.001 per share | ARCT | The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 | Entry into a Material Definitive Agreement.

On June 21, 2022, the stockholders of Arcturus Therapeutics
Holdings Inc. (the “Company”) approved an amendment (the “2019 Plan Amendment”) to the Company’s Amended
and Restated 2019 Omnibus Equity Incentive Plan (as amended, the “2019 Plan”). The 2019 Plan Amendment (i) increases the maximum
number of shares of common stock available to 2019 Plan participants by 3,750,000 shares and (ii)
increases the fair market value of cash or share awards a non-employee director may be granted in a calendar year under the 2019 Plan
together with any awards granted outside of the 2019 Plan from $500,000 to $2,000,000 for newly-appointed directors, any lead independent
director and any non-employee chair, or $1,000,000 for each other non-employee director. The foregoing is merely a summary of the 2019
Plan Amendment and the 2019 Plan, and is qualified in its entirety by reference to the 2019 Plan, as amended by the 2019 Plan Amendment,
which is filed as Exhibit 10.1 hereto and incorporated by reference into this Item 1.01.

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

On June 21, 2022, the Company held its annual meeting
of stockholders (the “Meeting”). The total number of shares entitled to vote at the Meeting was 26,418,965 and there were
present at the Meeting, in person or by proxy, 20,945,705 shares, which constituted a quorum for the Meeting.

At the Meeting, the stockholders voted on the following
proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange
Commission on May 12, 2022:

(1) To elect Dr. Peter Farrell, Joseph E. Payne, Andy
Sassine, James Barlow, Dr. Edward W. Holmes, Dr. Magda Marquet and Dr. Jing L. Marantz to the Board of Directors (the “Board”),
to serve until our next annual meeting of stockholders;

(2) To approve, on a non-binding advisory basis, the
resolution approving named executive officer compensation;

(3) To approve the 2019 Plan Amendment to amend the
2019 Plan;

(4) To approve, on a non-binding advisory basis, the
preferred frequency of stockholder advisory votes on executive compensation, referred to as “say-on-frequency”; and

(5) To ratify the appointment of Ernst & Young
LLP (“E&Y”), as our independent registered public accounting firm for the fiscal year ending December 31, 2022.

The final results of the stockholder votes at the Meeting
are set forth below:

Proposal No. 1

For | Withhold | Broker Non-Votes
Approval of the election of the following individuals as directors of the Company, as provided in Proposal Number 1 of the Proxy Statement:
(1) Dr. Peter Farrell | 13,891,902 | 3,815,108 | 3,238,695
(2) Joseph E. Payne | 17,158,459 | 548,551 | 3,238,695
(3) Andy Sassine | 16,877,525 | 829,485 | 3,238,695
(4) James Barlow | 16,966,625 | 740,385 | 3,238,695
(5) Dr. Edward W. Holmes | 17,022,173 | 684,837 | 3,238,695
(6) Dr. Magda Marquet | 17,078,687 | 628,323 | 3,238,695
(7) Dr. Jing L. Marantz | 17,164,657 | 542,353 | 3,238,695

Proposal No. 2

For | Against | Abstain | Broker Non-Votes
Approval, on a non-binding advisory basis, the resolution approving named executive officer compensation , referred to as “say-on-pay,” as provided in Proposal Number 2 of the Proxy Statement: | 17,271,355 | 205,052 | 230,603 | 3,238,695

Proposal No. 3

For | Against | Abstain | Broker Non-Votes
Approval of the 2019 Plan Amendment, as provided in Proposal Number 3 of the Proxy Statement: | 9,375,429 | 8,044,751 | 286,830 | 3,238,695

Proposal No. 4

One Year | Two Years | Three Years | Abstain | Broker Non-Votes
Approval, on a non-binding advisory basis, the preferred frequency of stockholder advisory votes on executive compensation, referred to as “say-on-frequency , as provided in Proposal Number 4 of the Proxy Statement: | 12,516,033 | 16,300 | 5,006,920 | 167,757 | 3,238,695

In accordance with the voting results on this proposal which sets forth
the preference of a majority of the Company’s stockholders, the Board of Directors has determined that the Company shall hold an
advisory vote on executive compensation every year until the next say-on-frequency vote.

Proposal No. 5

For | Against | Abstain | Broker Non-Votes
Approval of the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022, as provided in Proposal Number 5 of the Proxy Statement: | 20,933,534 | 7,704 | 4,467 | N/A
Item 9.01 | Financial Statements and Exhibits.
(d) | Exhibits
Exhibit No. | Description
10.1 * † | Amended and Restated 2019 Omnibus Equity Incentive Plan, as amended

* Filed herewith.

† Management
compensatory plan, contract or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Arcturus Therapeutics Holdings Inc.
Date: June 24, 2022
By: | /s/ Joseph E. Payne
Name: | Joseph E. Payne
Title: | Chief Executive Officer

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