--- schema_version: "secwatch.filing_event.v1" accession: "0001558370-23-011376" form_type: "8-K" ticker: "MBIO" cik: "0001680048" company_name: "MUSTANG BIO, INC." filed_at: "2023-06-23T23:59:59+00:00" generated_at: "2026-06-13T18:09:41.019663+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.3 confidence: "high" source: SEC EDGAR --- # Mustang Bio stockholders approve ESPP amendment increasing shares to 466,666 ## Summary - Stockholders approved ESPP amendment increasing shares from 66,666 to 466,666 and purchase right to 5,000. - Six directors elected: Weiss, Rosenwald, Herskowitz, Litchman, Chill, Zelefsky (all >10.1M votes for). - KPMG ratified as independent auditor for FY2023 (13.4M for, 68K against). - Advisory say-on-pay passed (10.3M for); frequency of vote set at every 3 years (9.9M votes). - Approximately 87% of votes represented at the meeting, constituting a quorum. ## SEC filing metadata - accession: 0001558370-23-011376 - form_type: 8-K - ticker: MBIO - cik: 0001680048 - company_name: MUSTANG BIO, INC. - filed_at: 2023-06-23T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.3 - confidence: high - sec_items: 5.02, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1680048/000155837023011376/0001558370-23-011376-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1680048/000155837023011376/tmb-20230621x8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001558370-23-011376 - JSON: https://secwatch.observer/filing/0001558370-23-011376.json - Plain text: https://secwatch.observer/filing/0001558370-23-011376.txt ## Key facts - Shareholder Votes MUSTANG BIO, INC. shareholders approved Amendment to 2019 ESPP to increase shares available for issuance by 400,000 and increase purchase right limit to 5,000 shares at the 2023-06-21 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-06-21 source text: Proposal 5 The vote with respect to the approval of an amendment to Mustang’s ESPP were as follows: Total Votes For Total Votes Against Abstentions Broker Non-Votes 10,587,920 ​ 136,816 ​ 16,646 ​ 2,772,190 evidence_url: https://www.sec.gov/Archives/edgar/data/1680048/000155837023011376/0001558370-23-011376-index.htm - Shareholder Votes MUSTANG BIO, INC. shareholders approved Ratification of KPMG LLP as independent registered public accounting firm for year ending December 31, 2023 at the 2023-06-21 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-21 source text: Proposal 2 The votes with respect to the ratification of KPMG LLP as Mustang’s independent registered accounting firm for the year ending December 31, 2023 were as follows: ​ ​ Total Votes For ​ Total Votes Against ​ Abstentions 13,416,567 67,990 29,015 evidence_url: https://www.sec.gov/Archives/edgar/data/1680048/000155837023011376/0001558370-23-011376-index.htm - Shareholder Votes MUSTANG BIO, INC. shareholders approved Election of six directors to hold office until the 2024 annual meeting at the 2023-06-21 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-21 source text: Proposal 1 The votes with respect to the election of six directors to hold office until the 2024 annual meeting were as follows: Director For Withheld Broker Non-Votes Michael S. Weiss ​ 10,157,538 ​ 583,844 ​ 2,772,190 Lindsay A. Rosenwald, M.D. ​ 10,155,900 ​ 585,482 ​ 2,772,190 Neil Herskowitz ​ 10,319,736 ​ 421,646 ​ 2,772,190 Manuel Litchman, M.D. ​ 10,229,325 ​ 512,057 ​ 2,772,190 Adam Chill ​ 10,465,392 ​ 275,990 ​ 2,772,190 Michael Zelefsky, M.D. ​ 10,465,460 ​ 275,922 ​ 2,772,190 evidence_url: https://www.sec.gov/Archives/edgar/data/1680048/000155837023011376/0001558370-23-011376-index.htm - Shareholder Votes MUSTANG BIO, INC. shareholders approved Advisory vote on frequency of say-on-pay votes (every three years) at the 2023-06-21 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-06-21 source text: Proposal 4 The stockholders recommended a frequency of every three years for holding an advisory vote on the compensation of the Company’s named executive officers. The results of the advisory vote were as follows: ​ 1 Year 2 Years 3 Years Abstentions 765,968 ​ 22,813 ​ 9,934,636 ​ 17,965 evidence_url: https://www.sec.gov/Archives/edgar/data/1680048/000155837023011376/0001558370-23-011376-index.htm - Shareholder Votes MUSTANG BIO, INC. shareholders approved Approval of compensation of named executive officers, advisory vote at the 2023-06-21 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-06-21 source text: Proposal 3 The votes with respect to the approval of the compensation of the named executive officers, in an advisory vote, were as follows: ​ Total Votes For Total Votes Against Abstentions Broker Non-Votes 10,275,332 ​ 415,125 ​ 50,925 ​ 2,772,190 evidence_url: https://www.sec.gov/Archives/edgar/data/1680048/000155837023011376/0001558370-23-011376-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.