Independent
Tenure on this board
7.4 yrs
8 nominees · 4 ballot items.
Elect eight directors; ratify Ernst & Young LLP as independent auditors; non-binding advisory vote to approve executive compensation (say-on-pay); and approve an amendment and restatement of the 2023 Omnibus Incentive Plan adding 8,000,000 shares.
Elect eight directors (Simon X. Benito; Roger D. Dansey, M.D.; Ann C. Miller, M.D.; Jacqueline E. Shea, Ph.D.; Jay P. Shepard; David B. Weiner, Ph.D.; Wendy L. Yarno; Lota S. Zoth) to serve until the 2027 annual meeting.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
A non-binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
This advisory (non-binding) proposal asks stockholders to approve the company’s disclosed executive compensation for named executive officers, including compensation tables and narrative disclosures. Management seeks this annual advisory endorsement to confirm stockholder support for its pay-for-performance structure, which emphasizes variable, at-risk compensation (notably long-term equity awards and performance-based RSUs tied to INO-3107 milestones and relative TSR). The Compensation Committee highlights that a large portion of CEO pay is performance-based and that 2025 payouts were calibrated to company performance (a 33% corporate performance score produced proportionate cash incentive payouts). The Board cites prior strong stockholder support (87% in 2025) and states it will consider the outcome when making future compensation decisions, although the vote is non-binding. A majority of votes cast is required for approval; abstentions count against approval because they are not affirmative, and broker non-votes do not affect the result for this proposal. While non-binding, a negative result can prompt the Compensation Committee and Board to engage with shareholders and adjust programs; conversely, support provides validation of current policies. Given the company’s transition toward potential commercialization (INO-3107 BLA accepted for review and PDUFA Oct 30, 2026) and ongoing use of equity incentives, management frames the proposal as important to maintain alignment between executive pay and long-term stockholder value.
Approve the Board-adopted amendment and restatement of the 2023 Omnibus Incentive Plan to increase the share reserve by 8,000,000 shares (and related amendments, including extending the ISO grant term to March 4, 2036).
This proposal seeks stockholder approval of an amendment and restatement of the company’s 2023 Omnibus Incentive Plan that, if approved, would add 8,000,000 shares to the plan’s reserve and extend the term for granting incentive stock options through March 4, 2036. Management is asking for this authorization because the existing plan reserve is nearly exhausted (only 6,688 shares available as of March 24, 2026) and the company anticipates ongoing hiring, retention and equity grant needs over the next several years—particularly as it prepares for potential commercialization and scales operations around INO-3107 and other pipeline programs. The Board frames equity grants as a core component of its compensation philosophy to align employees and directors with long-term stockholder value, and it highlights governance features in the Amended Plan (e.g., minimum vesting, limits on non-employee director compensation, clawback/recoupment provisions, and administrative controls). The proxy provides dilution and burn-rate metrics (the requested increase represents roughly 12% of current outstanding shares, with a 2025 burn rate of 2.82%) and explains that approval is required under Nasdaq rules. A majority of votes cast is required to approve the amendment; abstentions could prevent approval. If stockholders reject the proposal, the Amended Plan would not be implemented, which could constrain the company’s ability to grant equity incentives and may prompt the Board to consider alternative, potentially less-favorable retention tools. The Board recommends FOR, arguing that the size of the request is reasonable relative to outstanding shares and necessary to maintain competitive equity compensation in light of the company’s strategic plans.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 11.35% | 9,339,573 | $16M |
| 2 | JANUS HENDERSON GROUP PLC | 4.02% | 3,308,406 | $6M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.53% | 2,901,208 | $5M |
| 4 | Boxer Capital Management, LLC | 2.88% | 2,370,122 | $4M |
| 5 | D. E. Shaw Co., Inc.Activist | 2.69% | 2,212,819 | $4M |
| 6 | ADAR1 Capital Management, LLC | 1.79% | 1,470,108 | $3M |
| 7 | MILLENNIUM MANAGEMENT LLC | 1.71% | 1,410,845 | $2M |
| 8 | Eversept Partners, LP | 1.26% | 1,035,360 | $2M |
| 9 | ADAGE CAPITAL PARTNERS GP, L.L.C. | 0.98% | 804,958 | $1M |
| 10 | RENAISSANCE TECHNOLOGIES LLC | 0.78% | 643,777 | $1M |
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