{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-23-148122","form_type":"8-K","ticker":"INO","cik":"0001055726","company_name":"INOVIO PHARMACEUTICALS, INC.","filed_at":"2023-05-18T23:59:59+00:00","discovered_at":"2026-05-14T18:03:37.793107+00:00","generated_at":"2026-06-14T20:42:24.436019+00:00","sec_items":["5.02","5.07","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.55,"calibrated_materiality_score":0.55,"confidence":"high","headline":"Inovio shareholders approve 2023 Omnibus Incentive Plan; elect directors with notable withhold for Zoth","bullets":["Stockholders approved the 2023 Omnibus Incentive Plan (14M new shares plus prior plan returning shares).","All eight director nominees elected; Lota Zoth received 36.4M withheld vs 57.4M votes for.","Ratification of Ernst & Young as independent auditor for FY2023: 155.6M for, 4.0M against.","Non-binding say-on-pay passed (60.4M for, 32.2M against); annual frequency selected for future votes.","Board determined to hold advisory votes on executive compensation every year going forward."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-23-148122","json":"https://secwatch.observer/filing/0001193125-23-148122.json","markdown":"https://secwatch.observer/filing/0001193125-23-148122.md","text":"https://secwatch.observer/filing/0001193125-23-148122.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1055726/000119312523148122/0001193125-23-148122-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1055726/000119312523148122/d458280d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-14T20:42:24.436019+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"1b7849670d45634bdfc4ce59051b93b0a937e49d","claim":"INOVIO PHARMACEUTICALS, INC. shareholders approved Advisory vote on preferred frequency of solicitation of advisory stockholder approval of executive compensation at the 2023-05-16 meeting.","evidence_excerpt":"Proposal 4 : The approval, on a non-binding advisory basis, of the preferred frequency of solicitation of advisory stockholder approval of executive compensation. The votes were cast as follows: 1 year 2 years 3 years Abstain Broker Non-Votes 89,231,218 620,214 2,228,531 1,793,898 67,558,089","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1055726/000119312523148122/0001193125-23-148122-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-16"}],"fact_type":"shareholder_vote"},{"claim_id":"72d9de228b3cd0f2b2311b46b4a5b85032af196f","claim":"INOVIO PHARMACEUTICALS, INC. shareholders approved Advisory vote on compensation of named executive officers at the 2023-05-16 meeting.","evidence_excerpt":"Proposal 3 : The approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers described in the Proxy Statement. The votes were cast as follows: For Against Abstain Broker Non-Votes 60,418,592 32,244,808 1,210,461 67,558,089","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1055726/000119312523148122/0001193125-23-148122-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-16"}],"fact_type":"shareholder_vote"},{"claim_id":"81dfac1b029c5061a27ccc47ae52c2c4a30c6e92","claim":"INOVIO PHARMACEUTICALS, INC. shareholders approved Election of eight nominees as directors to serve until 2024 Annual Meeting at the 2023-05-16 meeting.","evidence_excerpt":"Proposal 1 : The election of the following eight nominees as directors of the Company to serve until the Company’s 2024 Annual Meeting of Stockholders and until their successors are elected. The votes were cast as follows: Name of Director Nominee Votes For Votes Withheld Broker Non-Votes Simon X. Benito 79,621,809 14,252,052 67,558,089 Roger D. Dansey, M.D. 88,240,426 5,633,435 67,558,089 Ann C. Miller, M.D. 85,733,147 8,140,714 67,558,089 Jacqueline E. Shea, Ph.D. 87,597,826 6,276,035 67,558,089 Jay P. Shepard 85,224,476 8,649,385 67,558,089 David B. Weiner, Ph.D. 89,390,687 4,483,174 67,558,089 Wendy L. Yarno 82,108,386 11,765,475 67,558,089 Lota S. Zoth 57,425,572 36,448,289 67,558,089","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1055726/000119312523148122/0001193125-23-148122-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-16"}],"fact_type":"shareholder_vote"},{"claim_id":"a23bcf732deeaf2bf23884eea39d11625001cbd8","claim":"INOVIO PHARMACEUTICALS, INC. shareholders approved Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2023 at the 2023-05-16 meeting.","evidence_excerpt":"Proposal 2 : The ratification of the appointment by the Audit Committee of the Board of Directors of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The votes were cast as follows: For Against Abstain Broker Non-Votes 155,603,443 4,041,813 1,786,694 0","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1055726/000119312523148122/0001193125-23-148122-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-16"}],"fact_type":"shareholder_vote"},{"claim_id":"f5da02bf3ce1da496275007133e599ca9a3dba40","claim":"INOVIO PHARMACEUTICALS, INC. shareholders approved Approval of 2023 Plan (equity incentive plan) at the 2023-05-16 meeting.","evidence_excerpt":"Proposal 5 : The approval of the 2023 Plan. The votes were cast as follows: For Against Abstain Broker Non-Votes 82,275,834 10,297,565 1,300,462 67,558,089","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1055726/000119312523148122/0001193125-23-148122-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"equity plan"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-16"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}