Phio Pharmaceuticals Annual Meeting: LTIP Increase Approved

What Happened

• Phio Pharmaceuticals Corp. announced results of its 2026 Annual Meeting held via webcast on September 28, 2026. Stockholders approved an amendment to the amended and restated 2020 Long Term Incentive Plan (the “2020 Plan”) increasing the shares available by 1,500,000 to a total of 2,452,017 shares, effective upon shareholder approval. The amendment is filed as Exhibit 10.1 to the Form 8-K.
• At the same meeting, shareholders elected all six director nominees to serve until the 2027 Annual Meeting and ratified Grant Thornton, LLP as the company’s independent registered public accounting firm for 2026.

Key Details

• Record date/outstanding shares: 11,617,250 shares as of August 4, 2026; 5,207,580 shares were present or represented at the meeting.
• LTIP vote (Proposal 3): 1,155,945 votes For; 194,070 Against; 34,468 Abstained; 3,823,097 Broker Non-Votes.
• Auditor ratification (Proposal 2): 5,087,608 For; 88,779 Against; 31,193 Abstained.
• Director elections (Proposal 1): all six nominees elected — For votes ranged ~1.296M–1.347M each, with ~3.823M broker non-votes. Nominees: Robert J. Bitterman; Patricia A. Bradford; David H. Deming; Jonathan E. Freeman, Ph.D.; Curtis A. Lockshin, Ph.D.; R. Todd Plott, M.D.

Why It Matters

• The approved LTIP increase gives Phio more shares available for equity awards to employees, directors or consultants, which can be used for hiring, retention, and incentive compensation—important for investor understanding of potential future dilution.
• Re-election of the full board and ratification of the auditor maintain leadership and governance continuity for the coming year.