--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-071597" form_type: "8-K" ticker: "CLDX" cik: "0000744218" company_name: "Celldex Therapeutics, Inc." filed_at: "2023-06-15T23:59:59+00:00" generated_at: "2026-06-14T00:43:03.535772+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # Celldex shareholders elect directors, approve 600K share increase, say-on-pay at 1 year ## Summary - All 9 director nominees elected; Dr. Garry A. Neil received highest opposition with 6.2M against. - Ratification of PwC as auditor for FY2023 approved with 43.4M for, 98.6K against. - Amendment to 2021 Omnibus Equity Incentive Plan approved, increasing share reserve by 600K to 4.3M shares. - Advisory say-on-pay passed with 38.7M for; frequency set at 1 year (39.0M voted for 1 year). - Board determined future say-on-pay votes will occur annually until next frequency vote (by 2029). ## SEC filing metadata - accession: 0001104659-23-071597 - form_type: 8-K - ticker: CLDX - cik: 0000744218 - company_name: Celldex Therapeutics, Inc. - filed_at: 2023-06-15T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/744218/000110465923071597/0001104659-23-071597-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/744218/000110465923071597/tm2318812d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-071597 - JSON: https://secwatch.observer/filing/0001104659-23-071597.json - Plain text: https://secwatch.observer/filing/0001104659-23-071597.txt ## Key facts - Shareholder Votes Celldex Therapeutics, Inc. shareholders approved Advisory, non-binding recommendation on the preferred frequency of advisory stockholder votes on the compensation of our named executive officers at the 2023-06-15 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-06-15 source text: 5. The stockholders voted to recommend, on an advisory, non-binding basis, the preferred frequency of advisory stockholder votes on the compensation of our named executive officers. The tabulation of votes with respect to this proposal was as follows: 1 Year 2 Year 3 Year Abstain Broker Non-Votes 39,023,941 28,372 596,115 115,683 3,865,440 evidence_url: https://www.sec.gov/Archives/edgar/data/744218/000110465923071597/0001104659-23-071597-index.htm - Shareholder Votes Celldex Therapeutics, Inc. shareholders approved Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 at the 2023-06-15 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-15 source text: 2. The stockholders approved the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. The tabulation of votes with respect to this proposal was as follows: For Against Abstain 43,417,304 98,580 113,667 evidence_url: https://www.sec.gov/Archives/edgar/data/744218/000110465923071597/0001104659-23-071597-index.htm - Shareholder Votes Celldex Therapeutics, Inc. shareholders approved Amendment to 2021 Omnibus Equity Incentive Plan, including an increase in shares reserved for issuance by 600,000 shares to 4,300,000 shares at the 2023-06-15 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-06-15 source text: 3. The stockholders approved an amendment to our 2021 Omnibus Equity Incentive Plan, including an increase in the number of the shares reserved for issuance thereunder by 600,000 shares to 4,300,000 shares. The tabulation of votes with respect to this proposal was as follows: For Against Abstain Broker Non-Votes 30,227,954 9,422,093 114,064 3,865,440 evidence_url: https://www.sec.gov/Archives/edgar/data/744218/000110465923071597/0001104659-23-071597-index.htm - Shareholder Votes Celldex Therapeutics, Inc. shareholders approved Advisory, non-binding approval of the compensation for the Company’s named executive officers as disclosed in the Proxy Statement at the 2023-06-15 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-06-15 source text: 4. The stockholders voted to approve, on an advisory, non-binding basis, the compensation for the Company’s named executive officers as disclosed in the Proxy Statement. The tabulation of votes with respect to this proposal was as follows: For Against Abstain Broker Non-Votes 38,667,727 981,947 114,437 3,865,440 evidence_url: https://www.sec.gov/Archives/edgar/data/744218/000110465923071597/0001104659-23-071597-index.htm - Shareholder Votes Celldex Therapeutics, Inc. shareholders approved Election of directors to serve until the 2024 annual meeting at the 2023-06-15 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-15 source text: 1. The stockholders elected the following individuals to serve on the Company’s board of directors until the annual meeting of stockholders to be held in 2024. The tabulation of votes with respect to the election of such directors was as follows: Nominees For Against Abstain Broker Non-Votes Karen L. Shoos (Chair of the Board) 39,439,326 216,612 108,173 3,865,440 Anthony S. Marucci (Chief Executive Officer) 39,483,824 173,987 106,300 3,865,440 Keith L. Brownlie 39,345,213 309,126 109,772 3,865,440 Cheryl L. Cohen 39,228,229 426,357 109,525 3,865,440 Herbert J. Conrad 35,753,401 3,901,608 109,102 3,865,440 Rita I. Jain, M.D. 39,608,126 47,159 108,826 3,865,440 James J. Marino 39,484,114 170,691 109,306 3,865,440 Garry A. Neil, M.D. 33,452,228 6,202,305 109,578 3,865,440 Harry H. Penner, Jr. 39,462,062 192,380 109,669 3,865,440 evidence_url: https://www.sec.gov/Archives/edgar/data/744218/000110465923071597/0001104659-23-071597-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.