Not independent
Tenure on this board
0.5 yrs
5 nominees · 3 ballot items.
Election of five directors; Ratification of appointment of CBIZ CPAs P.C. as independent registered public accounting firm for 2026; Approval of the Third Amended and Restated INmune Bio Inc. 2021 Stock Incentive Plan (increase shares and add evergreen provision).
Elect five directors to serve until the next annual meeting and until their successors are elected and qualified.
Ratify appointment of CBIZ CPAs P.C. as INmune Bio’s independent registered public accounting firm for the year ending December 31, 2026.
Approve amendment and restatement of the 2021 Stock Incentive Plan to increase authorized shares by 2,658,525 (to 9,158,525) and add an evergreen provision (2027–2031) to increase reserved shares annually by lesser of 10% of outstanding shares or board-determined number.
The proposal requests shareholder approval to amend and restate the Company’s 2021 Equity Incentive Plan to increase the share reserve by 2,658,525 shares to a total of 9,158,525 shares and add an annual evergreen share replenishment mechanism from 2027 through 2031 equal to the lesser of 10% of outstanding shares or a number set by the board. Management contends the current reserve is insufficient given outstanding awards and anticipated future grants to employees, directors and consultants, and that the evergreen provision will ensure adequate runway for equity-based compensation without requiring frequent shareholder votes. The amendment will enable the Company to continue to grant options, restricted stock and other awards to attract, retain and motivate employees and consultants, but it will also increase potential dilution and could have an anti-takeover effect by increasing the pool of authorized shares for issuance. The board recommends approval, citing the need to maintain competitive compensation and operational flexibility, while noting that such approval may dilute existing shareholders’ ownership and voting power and could be seen as an anti-takeover measure. The plan includes standard governance features (committee administration, vesting, change-of-control provisions, Section 162(m) considerations, and a 10-year term) and contains limits on full-value awards and adjustments for corporate events. For sophisticated analysis, shareholders should weigh the dilution and potential governance effects against the need to retain talent in a clinical-stage biotech where equity is a primary incentivization tool; further, the evergreen provision reduces administrative overhead but increases long-term dilution uncertainty and may become significant if the company’s share count grows materially; investors should consider quantified burn-rate and historical grant practices when evaluating the proposal.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 2.6% | 687,015 | $776K |
| 2 | BlackRock, Inc. | 2.5% | 672,956 | $760K |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 1.6% | 434,492 | $491K |
| 4 | BlackRock, Inc. | 1.6% | 431,320 | $487K |
| 5 | STATE STREET CORP | 1.1% | 290,879 | $329K |
| 6 | AQR CAPITAL MANAGEMENT LLC | 1.0% | 254,978 | $288K |
| 7 | RAYMOND JAMES FINANCIAL INC | 0.8% | 203,083 | $229K |
| 8 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 0.7% | 194,391 | $220K |
| 9 | Dauntless Investment Group, LLC | 0.7% | 183,476 | $207K |
| 10 | NORTHERN TRUST CORP | 0.7% | 180,385 | $204K |
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