INOVIO PHARMACEUTICALS, INC. 8-K

What Happened

• Inovio Pharmaceuticals, Inc. filed an 8-K reporting that on May 19, 2026 its Board approved an amendment to the company’s Amended and Restated bylaws, effective immediately, clarifying the Chairman’s role, establishing a Lead Independent Director (including duties and a requirement to appoint one if the CEO is Chair), and updating the order of presiding officers.
• The company also reported results from its May 20, 2026 Annual Meeting of Stockholders. Of 69,438,100 shares entitled to vote as of the record date, 40,670,629 shares (58.57%) were present or represented by proxy. All eight director nominees were elected and the other proposals described below were voted on as reported.

Key Details

• Bylaws amendment effective May 19, 2026; a copy is filed as Exhibit 3.1 to the 8-K.
• Director elections (each elected to serve until the 2027 annual meeting):
  • Simon X. Benito: For 22,312,198; Withheld 1,267,180; Broker non-votes 17,091,251
  • Roger D. Dansey, M.D.: For 22,480,244; Withheld 1,099,134; Broker non-votes 17,091,251
  • Ann C. Miller, M.D.: For 22,544,652; Withheld 1,034,726; Broker non-votes 17,091,251
  • Jacqueline E. Shea, Ph.D.: For 22,560,816; Withheld 1,018,562; Broker non-votes 17,091,251
  • Jay P. Shepard: For 22,468,210; Withheld 1,111,168; Broker non-votes 17,091,251
  • David B. Weiner, Ph.D.: For 22,666,881; Withheld 912,497; Broker non-votes 17,091,251
  • Wendy L. Yarno: For 22,451,874; Withheld 1,127,504; Broker non-votes 17,091,251
  • Lota S. Zoth: For 22,455,943; Withheld 1,123,435; Broker non-votes 17,091,251
• Other meeting votes:
  • Ratification of Ernst & Young LLP as independent auditor: For 39,329,582; Against 1,198,040; Abstain 143,007.
  • Advisory approval of named executive officer (NEO) compensation: For 21,500,999; Against 1,607,592; Abstain 470,787; Broker non-votes 17,091,251.
  • Approval of amendment & restatement of 2023 Omnibus Incentive Plan: For 21,559,350; Against 1,535,940; Abstain 484,088; Broker non-votes 17,091,251.

Why It Matters

• Governance: The bylaws amendment clarifies the Chairman’s role and creates a formal Lead Independent Director position (including when the CEO is also Chair), which can affect board oversight and independence — a key governance consideration for investors.
• Shareholder support and turnout: All director nominees and the auditor ratification passed. However, the vote tallies show a substantial block of broker non-votes (17,091,251) on several proposals and roughly 58.6% of shares present, which are useful context for assessing shareholder engagement and the magnitude of support for contested governance and compensation items.