Imunon, Inc. 8-K

What Happened
Imunon, Inc. (IMNN) filed an 8-K on June 16, 2026 reporting results of its 2026 Annual Meeting of Stockholders. Shareholders elected two Class I directors, ratified WithumSmith + Brown, PC as independent auditor for 2026, approved an advisory "say-on-pay" for 2025 executive compensation, and approved an amendment to increase the IMUNON, Inc. 2018 Stock Incentive Plan by 1,000,000 shares (board approved the amendment Feb. 27, 2026). The amended plan raises the aggregate share limit to 1,265,004 shares; a copy of the amended plan is attached as Exhibit 10.1.

Key Details

• Meeting date: June 16, 2026. Shares outstanding as of the record date: 3,983,342. Shares represented at the meeting (quorum): 1,808,666.
• Director elections (Class I, term to 2029):
  • Frederick J. Fritz — For: 647,890; Withheld: 70,401; Broker Non-Votes: 1,090,375.
  • Christine A. Pellizzari — For: 653,302; Withheld: 64,989; Broker Non-Votes: 1,090,375.
  • Continuing directors include Stacy R. Lindborg, Michael H. Tardugno, James E. Dentzer, and Donald P. Braun.
• Auditor ratification: WithumSmith + Brown, PC — For: 1,715,881; Against: 81,399; Abstain: 11,386.
• Say-on-Pay (advisory): For: 580,096; Against: 115,666; Abstain: 22,529; Broker Non-Votes: 1,090,375.
• Stock Incentive Plan amendment vote: For: 562,622; Against: 137,055; Abstain: 18,614; Broker Non-Votes: 1,090,375. The amendment increases available shares under the Plan by 1,000,000 to a new limit of 1,265,004.

Why It Matters

• Governance: The election results confirm board composition and continuity for the Class I seats through 2029, which matters for oversight and strategic direction.
• Compensation and dilution: Approval of the 1,000,000‑share increase to the stock incentive plan expands shares available for grants and awards. That can affect potential future dilution when awards are issued or exercised—an important factor for shareholders to monitor.
• Routine approvals: Ratification of the auditor and approval of say-on-pay are standard shareholder votes; the say-on-pay passed on an advisory basis, signaling shareholder acceptance of executive compensation disclosed for 2025.

Keywords: annual meeting, director election, stock incentive plan, auditor ratification, say-on-pay, dilution, Imunon, IMNN.