Inovio Pharmaceuticals, Inc. Form 8-K (May 14, 2020)

Summary

Inovio Pharmaceuticals, Inc. reported in this Form 8-K, under Item 5.07, the results of its 2020 annual meeting of stockholders, which took place on May 14, 2020 and considered three proposals. Votes for directors ranged from 30,575,942 for Simon X. Benito to 30,939,582 for David B. Weiner, Ph.D., with 70,245,437 broker non-votes. Ernst & Young LLP's appointment as independent registered public accounting firm for 2020 drew 99,024,317 votes for, 1,720,013 against and 1,227,973 abstaining. The advisory vote on executive compensation drew 27,543,808 for, 2,932,479 against and 1,250,579 abstaining. Peter Kies signed on May 18, 2020.

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8-K 1 d919617d8k.htm 8-K 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): May 14, 2020

Inovio Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware | 001-14888 | 33-0969592
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.)

660 W. Germantown Pike, Suite 110

Plymouth Meeting, PA 19462

(Address of principal executive offices, including zip code)

(267) 440-4200

(Registrant’s telephone number, including area code)

N/A

(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, $0.001 par value | INO | 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 5.07 . | Submission of Matters to a Vote of Security Holders .

On May 14, 2020, Inovio Pharmaceuticals, Inc. (the “Company”) held its 2020 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 27, 2020. 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 2021 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 | 30,575,942 | 1,150,924 | 70,245,437
J. Joseph Kim, Ph.D. | 30,744,561 | 982,305 | 70,245,437
Ann C. Miller, Ph.D. | 30,763,223 | 963,643 | 70,245,437
Jay P. Shepard | 30,903,310 | 823,556 | 70,245,437
David B. Weiner, Ph.D. | 30,939,582 | 787,284 | 70,245,437
Wendy L. Yarno | 30,680,330 | 1,046,536 | 70,245,437
Lota S. Zoth | 30,693,799 | 1,033,067 | 70,245,437

Proposal 2 : The ratification of the appointment by the Audit Committee of the Board of Directors of Ernst &
Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. The votes were cast as follows:

For | Against | Abstain | Broker Non-Votes
99,024,317 | 1,720,013 | 1,227,973 | 0

Proposal 3 : The approval, on a non-binding advisory basis, of the
compensation of the Company’s named executive officers described in the Company’s definitive proxy statement with respect to the Annual Meeting. The votes were cast as follows:

For | Against | Abstain | Broker Non-Votes
27,543,808 | 2,932,479 | 1,250,579 | 70,245,437

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.

INOVIO PHARMACEUTICALS, INC.
Date: May 18, 2020 | By: | /s/ Peter Kies
Peter Kies
Chief Financial Officer

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