Inovio Pharmaceuticals, Inc. Form 8-K (May 13, 2021)

Summary

Inovio Pharmaceuticals, Inc. reported in this Form 8-K, under Item 5.02, that on May 13, 2021 its board appointed Roger Dansey as a director, with a term continuing until the 2022 annual meeting of stockholders. Dansey has served as Chief Medical Officer of Seagen Inc. since May 2018 and earlier was Senior Vice President, Clinical Oncology Research at Merck & Co. The report describes an annual cash retainer of $45,000 and initial awards of 36,000 restricted stock units and a stock option for 54,000 shares at an exercise price of $6.23. Under Item 5.07, stockholders at the annual meeting on May 13, 2021 elected the listed director nominees and ratified Ernst & Young LLP as auditor. A May 17, 2021 press release was furnished under Item 7.01. Peter Kies signed on May 17, 2021.

Summary drafted by a model from the document's text below and checked by script against that text before publication. It is a navigation aid, not a reading of what the document proves. Where AI is used

Full text

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 13, 2021

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 5.02. 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

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, 2021. The votes were cast as follows:

For | Against | Abstain | Broker Non-Votes
104,482,613 | 1,959,926 | 2,047,482 | 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
34,326,724 | 8,047,335 | 1,279,265 | 64,836,697
Item | 7.01 . Regulation FD Disclosure .

On May 17, 2021, the Company issued a press release announcing the appointment of Dr. Dansey to the Board. A copy of this press release is furnished herewith as Exhibit 99.1 to this Current Report. The information contained in the press release furnished as Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01 . Financial Statements and Exhibits .

Exhibit Number | Exhibit Description
99.1 | Press Release, dated May 17, 2021
104 | Cover page interactive data file (embedded within the Inline XBRL document).

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 17, 2021 | By: | /s/ Peter Kies
Peter Kies
Chief Financial Officer

File and source

File

SEC_INO_8-K_filed2021-05-17_0001193125-21-163719.htm

Size

43,068 bytes

SHA-256

988b5552143e4fc7531ebfe6f410275c66af276b7cb247607749b47164b799ff

Our copy

SEC_INO_8-K_filed2021-05-17_0001193125-21-163719.htm

Original

www.sec.gov