--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-073005" form_type: "8-K" ticker: "SLS" cik: "0001390478" company_name: "SELLAS Life Sciences Group, Inc." filed_at: "2023-06-21T23:59:59+00:00" generated_at: "2026-06-13T19:52:44.133613+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.4 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # SELLAS Life Sciences re-elects directors, approves equity plan increase, but fails to pass officer exculpation amendment ## Summary - Robert Van Nostrand and Jane Wasman re-elected as Class I directors with ~5.45M and ~5.48M votes for, respectively. - Ratification of Moss Adams LLP as independent auditor for FY2023 approved: 13.5M for, 1.0M against, 0.8M abstain. - Amendment to 2019 Equity Incentive Plan increasing authorized shares by 3 million approved: 4.68M for, 3.27M against. - Proposal to amend certificate of incorporation for officer exculpation failed; required majority of outstanding shares — only 6.04M of 15.30M voted for. - Non-binding advisory vote on executive compensation passed: 4.77M for, 3.08M against. ## SEC filing metadata - accession: 0001104659-23-073005 - form_type: 8-K - ticker: SLS - cik: 0001390478 - company_name: SELLAS Life Sciences Group, Inc. - filed_at: 2023-06-21T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.4 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1390478/000110465923073005/0001104659-23-073005-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1390478/000110465923073005/tm2319255d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-073005 - JSON: https://secwatch.observer/filing/0001104659-23-073005.json - Plain text: https://secwatch.observer/filing/0001104659-23-073005.txt ## Key facts - Shareholder Votes SELLAS Life Sciences Group, Inc. shareholders approved Election of Class I directors at the 2023-06-20 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-20 source text: The Company’s stockholders re-elected each of the following nominees as a Class I director to the Board of the Company to hold office until the 2026 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified. evidence_url: https://www.sec.gov/Archives/edgar/data/1390478/000110465923073005/0001104659-23-073005-index.htm - Shareholder Votes SELLAS Life Sciences Group, Inc. shareholders approved Ratification of Moss Adams LLP as independent registered public accounting firm for fiscal year ending December 31, 2023 at the 2023-06-20 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-20 source text: The Company’s stockholders ratified the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/1390478/000110465923073005/0001104659-23-073005-index.htm - Shareholder Votes SELLAS Life Sciences Group, Inc. shareholders approved Non-binding advisory resolution on executive compensation at the 2023-06-20 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-06-20 source text: The Company’s stockholders approved the non-binding, advisory resolution on the executive compensation of the Company’s named executive officers. evidence_url: https://www.sec.gov/Archives/edgar/data/1390478/000110465923073005/0001104659-23-073005-index.htm - Shareholder Votes SELLAS Life Sciences Group, Inc. shareholders approved Amendment to 2019 Equity Incentive Plan to increase authorized shares by 3,000,000 and delete expired evergreen provision at the 2023-06-20 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-06-20 source text: The Company’s stockholders approved an amendment to the Company’s 2019 Equity Incentive Plan (the “2019 Equity Plan”) to increase the number of shares of Common Stock authorized for issuance under the 2019 Equity Plan by 3,000,000 shares and to delete the reference to the evergreen provision which expired on January 2, 2023 from the 2019 Equity Plan. evidence_url: https://www.sec.gov/Archives/edgar/data/1390478/000110465923073005/0001104659-23-073005-index.htm - Shareholder Votes SELLAS Life Sciences Group, Inc. shareholders rejected Amendment to Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation at the 2023-06-20 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2023-06-20 source text: The affirmative vote of a majority of all outstanding common stock was required pursuant to Delaware law to approve the amendment to the Company’s Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation. Abstentions and broker non-votes were required to be treated as votes against this proposal. The amendment was not approved because an affirmative vote of all outstanding common stock was not received. evidence_url: https://www.sec.gov/Archives/edgar/data/1390478/000110465923073005/0001104659-23-073005-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.