--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-26-232524" form_type: "8-K" ticker: "INO" cik: "0001055726" company_name: "INOVIO PHARMACEUTICALS, INC." filed_at: "2026-05-20T20:01:49+00:00" generated_at: "2026-05-20T21:50:04.751439+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.25 calibrated_materiality_score: 0.25 confidence: "high" source: SEC EDGAR --- # Inovio stockholders elect eight directors, approve omnibus plan at annual meeting ## Summary - All eight director nominees elected; votes for ranged from 22.3M to 22.7M, with 17.1M broker non-votes. - Ratification of Ernst & Young as auditor for 2026 approved: 39.3M for, 1.2M against, 143k abstain. - Non-binding advisory vote on NEO compensation passed with 21.5M for, 1.6M against, 471k abstain. - Amendment and restatement of 2023 Omnibus Incentive Plan approved with 21.6M for, 1.5M against. - Board adopted bylaw amendment establishing Lead Independent Director role and clarifying Chairman duties. ## SEC filing metadata - accession: 0001193125-26-232524 - form_type: 8-K - ticker: INO - cik: 0001055726 - company_name: INOVIO PHARMACEUTICALS, INC. - filed_at: 2026-05-20T20:01:49+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.25 - calibrated_materiality_score: 0.25 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1055726/000119312526232524/0001193125-26-232524-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1055726/000119312526232524/d138309d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-26-232524 - JSON: https://secwatch.observer/filing/0001193125-26-232524.json - Plain text: https://secwatch.observer/filing/0001193125-26-232524.txt ## Key facts - Governance Changes INOVIO PHARMACEUTICALS, INC.: Amendment to bylaws to clarify Chairman role, establish Lead Independent Director, and update order of presiding officers (effective 2026-05-19). - Change: bylaw amendment - Effective: 2026-05-19 source text: On May 19, 2026, the board of directors (the “ Board ”) of Inovio Pharmaceuticals, Inc. (the “ Company ”) approved an amendment to the Company’s Amended and Restated bylaws (the “ Bylaws Amendment ”) effective immediately to further enhance the Company’s corporate governance practices by, among other things, (i) clarifying the role of the Chairman of the Board, including that the Chairman shall not be deemed an officer of the corporation unless expressly designated as such by the Board, (ii) establishing the position of Lead Independent Director, including the designation, duties and responsibilities thereof, and requiring the appointment of a Lead Independent Director in the event the Chief Executive Officer also serves as Chairman of the Board and (iii) updating the order of presiding officers at meetings of the Board and stockholders to reflect the foregoing changes. evidence_url: https://www.sec.gov/Archives/edgar/data/1055726/000119312526232524/0001193125-26-232524-index.htm - Shareholder Votes INOVIO PHARMACEUTICALS, INC. shareholders approved Election of eight nominees as directors at the 2026-05-20 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-05-20 source text: Proposal 1 : The election of the following eight nominees as directors of the Company to serve until the Company’s 2027 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 22,312,198 1,267,180 17,091,251 Roger D. Dansey, M.D. 22,480,244 1,099,134 17,091,251 Ann C. Miller, M.D. 22,544,652 1,034,726 17,091,251 Jacqueline E. Shea, Ph.D. 22,560,816 1,018,562 17,091,251 Jay P. Shepard 22,468,210 1,111,168 17,091,251 David B. Weiner, Ph.D. 22,666,881 912,497 17,091,251 Wendy L. Yarno 22,451,874 1,127,504 17,091,251 Lota S. Zoth 22,455,943 1,123,435 17,091,251 evidence_url: https://www.sec.gov/Archives/edgar/data/1055726/000119312526232524/0001193125-26-232524-index.htm - Shareholder Votes INOVIO PHARMACEUTICALS, INC. shareholders approved Approval of amendment and restatement of Amended and Restated 2023 Omnibus Incentive Plan at the 2026-05-20 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2026-05-20 source text: Proposal 4 : The approval of the amendment and restatement of the Company’s Amended and Restated 2023 Omnibus Incentive Plan as described in the Proxy Statement. The votes were cast as follows: For Against Abstain Broker Non-Votes 21,559,350 1,535,940 484,088 17,091,251 evidence_url: https://www.sec.gov/Archives/edgar/data/1055726/000119312526232524/0001193125-26-232524-index.htm - Shareholder Votes INOVIO PHARMACEUTICALS, INC. shareholders approved Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2026 at the 2026-05-20 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2026-05-20 source text: 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, 2026. The votes were cast as follows: For Against Abstain Broker Non-Votes 39,329,582 1,198,040 143,007 — evidence_url: https://www.sec.gov/Archives/edgar/data/1055726/000119312526232524/0001193125-26-232524-index.htm - Shareholder Votes INOVIO PHARMACEUTICALS, INC. shareholders approved Non-binding advisory approval of compensation of NEOs at the 2026-05-20 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2026-05-20 source text: Proposal 3 : The approval, on a non-binding advisory basis, of the compensation of the NEOs described in the Proxy Statement. The votes were cast as follows: For Against Abstain Broker Non-Votes 21,500,999 1,607,592 470,787 17,091,251 evidence_url: https://www.sec.gov/Archives/edgar/data/1055726/000119312526232524/0001193125-26-232524-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.