UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 19, 2026, the board of directors (the “Board”) of Inovio Pharmaceuticals, Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated bylaws (the “Bylaws Amendment”) effective immediately to further enhance the Company’s corporate governance practices by, among other things, (i) clarifying the role of the Chairman of the Board, including that the Chairman shall not be deemed an officer of the corporation unless expressly designated as such by the Board, (ii) establishing the position of Lead Independent Director, including the designation, duties and responsibilities thereof, and requiring the appointment of a Lead Independent Director in the event the Chief Executive Officer also serves as Chairman of the Board and (iii) updating the order of presiding officers at meetings of the Board and stockholders to reflect the foregoing changes.
The foregoing description of the Bylaws Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 20, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”), at which the stockholders considered four proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 7, 2026 (the “Proxy Statement”).
Of the 69,438,100 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) entitled to vote as of the record date, which includes shares of Common Stock issuable on conversion of outstanding shares of Series C Cumulative Convertible Preferred Stock, a total of 40,670,629 shares of Common Stock, or 58.57%, were present or represented by proxy at the Annual Meeting. 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 eight nominees as directors of the Company to serve until the Company’s 2027 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 |
22,312,198 | 1,267,180 | 17,091,251 | |||
| Roger D. Dansey, M.D. |
22,480,244 | 1,099,134 | 17,091,251 | |||
| Ann C. Miller, M.D. |
22,544,652 | 1,034,726 | 17,091,251 | |||
| Jacqueline E. Shea, Ph.D. |
22,560,816 | 1,018,562 | 17,091,251 | |||
| Jay P. Shepard |
22,468,210 | 1,111,168 | 17,091,251 | |||
| David B. Weiner, Ph.D. |
22,666,881 | 912,497 | 17,091,251 | |||
| Wendy L. Yarno |
22,451,874 | 1,127,504 | 17,091,251 | |||
| Lota S. Zoth |
22,455,943 | 1,123,435 | 17,091,251 |
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, 2026. The votes were cast as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 39,329,582 |
1,198,040 | 143,007 | — |
Proposal 3: The approval, on a non-binding advisory basis, of the compensation of the NEOs described in the Proxy Statement. The votes were cast as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 21,500,999 |
1,607,592 | 470,787 | 17,091,251 |
Proposal 4: The approval of the amendment and restatement of the Company’s Amended and Restated 2023 Omnibus Incentive Plan as described in the Proxy Statement. The votes were cast as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 21,559,350 |
1,535,940 | 484,088 | 17,091,251 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Exhibit Description | |
| 3.1 | Amendment to Amended and Restated Bylaws of Inovio Pharmaceuticals, Inc., dated May 19, 2026. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL). | |
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 20, 2026 | /s/ Peter Kies | |||||
| Peter Kies | ||||||
| Chief Financial Officer | ||||||