UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Annual Meeting of Stockholders
On June 11, 2024, the Iovance Biotherapeutics, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) virtually, via live webcast. At the Annual Meeting, the Company’s stockholders voted on five proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 29, 2024. At the Annual Meeting, 225,242,787 shares, or approximately 80.492% of all shares of the Company’s common stock outstanding as of the record date, were present either in person or by proxy. The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for and against each matter and, if applicable, the number of abstentions and broker non-votes with respect to each matter:
| · | Proposal 1: a proposal to elect Iain Dukes, D. Phil., Athena Countouriotis, M.D., Ryan Maynard, Wayne P. Rothbaum, Frederick G. Vogt, Ph.D., J.D., Michael Weiser, M.D., Ph.D. and Wendy Yarno to the Board of Directors (the “Board”) to serve as directors until the Company’s 2024 Annual Meeting of Stockholders; |
| · | Proposal 2: a proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers; |
| · | Proposal 3: a proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; |
| · | Proposal 4: a proposal to approve an amendment to the 2018 Equity Incentive Plan to increase the number of shares available for grant from 29,700,000 shares to 36,700,000 shares and permit share recapture from the 2014 Equity Incentive Plan; and |
| · | Proposal 5: a proposal to approve an amendment to the 2020 Iovance Employee Stock Purchase Plan to increase the number of shares available for grant from 1,400,000 shares to 1,900,000 shares. |
Voting Results
Proposal 1: The voting results for the election of the director nominees were as follows:
| For | Withheld | Broker Non-Vote | ||||||||
| Dr. Dukes | 158,014,469 | 26,837,808 | 40,390,510 | |||||||
| Dr. Countouriotis | 179,910,972 | 4,941,305 | 40,390,510 | |||||||
| Mr. Maynard | 181,374,341 | 3,477,936 | 40,390,510 | |||||||
| Mr. Rothbaum | 182,486,148 | 2,366,129 | 40,390,510 | |||||||
| Dr. Vogt | 183,635,378 | 1,216,899 | 40,390,510 | |||||||
| Dr. Weiser | 177,964,197 | 6,888,080 | 40,390,510 | |||||||
| Ms. Yarno | 182,153,723 | 2,698,554 | 40,390,510 | |||||||
Each of the above nominees was elected as a director of the Company.
As the Company previously announced in March 2024, General McPeak did not stand for re-election to the Board at the Annual Meeting. General McPeak served out his term until the Annual Meeting. The decision not to stand for re-election was not due to a disagreement between the Company and General McPeak on any matter regarding the Company’s operations, policies or practices. The Company thanks General McPeak for his service to the Board.
Proposal 2: This proposal was approved with 173,751,712 “FOR” votes, 10,032,612 “AGAINST” votes and 1,067,953 “ABSTAIN” votes. There were 40,390,510 broker non-votes in connection with this proposal.
Proposal 3: This proposal was approved with 223,631,459 “FOR” votes, 396,153 “AGAINST” votes and 1,215,175 “ABSTAIN” votes. There were 0 broker non-votes in connection with this proposal.
Proposal 4: This proposal was approved with 177,464,536 “FOR” votes, 6,660,260 “AGAINST” votes and 727,481 “ABSTAIN” votes. There were 40,390,510 broker non-votes in connection with this proposal.
Proposal 5: This proposal was approved with 182,042,189 “FOR” votes, 2,433,346 “AGAINST” votes and 376,742 “ABSTAIN” votes. There were 40,390,510 broker non-votes in connection with this proposal.
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.
| Date: June 11, 2024 | IOVANCE BIOTHERAPEUTICS, INC. | |
| By: | /s/ Frederick G. Vogt | |
| Frederick G. Vogt, Ph.D., J.D., Interim CEO and President, and General Counsel | ||