Celldex Therapeutics, Inc. 8-K

What Happened

• Celldex Therapeutics, Inc. (CLDX) filed an 8-K reporting results from its June 25, 2026 Annual Meeting. Stockholders approved an amendment to the 2021 Omnibus Equity Incentive Plan increasing the shares available by 3,400,000 (to 12,900,000) and clarifying tax-withholding provisions; the amendment became effective on approval. Stockholders also re-elected the company’s slate of directors and ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026.

Key Details

• Equity plan amendment: approved June 25, 2026; increases reserved shares by 3,400,000 to a total of 12,900,000. Vote: For 58,844,414; Against 1,654,297; Abstain 185,005; Broker non-votes 4,402,319.
• Director elections: nine nominees elected to serve until the 2027 annual meeting. For vote totals (For / Against / Abstain / Broker non-votes):
  • Harry H. Penner, Jr. (Chair): 59,455,265 / 1,047,261 / 181,190 / 4,402,319
  • Anthony S. Marucci (CEO): 60,218,830 / 282,968 / 181,918 / 4,402,319
  • Keith L. Brownlie: 59,858,683 / 644,110 / 180,923 / 4,402,319
  • Cheryl L. Cohen: 60,046,578 / 456,194 / 180,944 / 4,402,319
  • Herbert J. Conrad: 59,524,978 / 975,608 / 183,130 / 4,402,319
  • Rita I. Jain, M.D.: 59,495,870 / 1,000,240 / 187,606 / 4,402,319
  • James J. Marino: 59,910,902 / 591,402 / 181,412 / 4,402,319
  • Garry A. Neil, M.D.: 59,570,030 / 932,772 / 180,914 / 4,402,319
  • Denice Torres: 60,135,775 / 366,304 / 181,637 / 4,402,319
• Auditor ratification: PwC ratified for the year ending Dec 31, 2026. Vote: For 64,712,039; Against 174,706; Abstain 199,290.
• Advisory (non-binding) vote on executive compensation ("say-on-pay"): approved. Vote: For 59,258,619; Against 945,414; Abstain 479,683; Broker non-votes 4,402,319.

Why It Matters

• The approved 3.4M-share increase to the equity plan raises the number of shares available for grants, which may affect future dilution for existing shareholders as the company issues stock-based awards to employees, directors or consultants.
• Re-election of the full board, including CEO Anthony Marucci, and strong say-on-pay support indicate shareholder backing of current leadership and pay practices.
• Ratification of PwC ensures continuity of the company’s independent audit for 2026.

Keywords: Celldex, CLDX, annual meeting, equity incentive plan, stock-based compensation, board election, PwC, say-on-pay, dilution.