Marker Therapeutics Inc

This advisory proposal asks stockholders to approve, on a non-binding basis, the compensation paid to the Company’s named executive officers as disclosed in the proxy materials. Management seeks shareholder approval to confirm alignment between executive pay practices and shareholder interests and to signal support for the company’s compensation philosophy, which emphasizes variable, at-risk pay and equity incentives tied to long-term value creation. The Board believes the company’s compensation program appropriately attracts and retains executives, aligns incentives with performance and is consistent with market practices for similar companies. Because the vote is advisory, it does not bind the Board, but the Board and Compensation Committee will consider the outcome in future compensation decisions. The Board recommends a vote FOR this proposal to demonstrate stockholder support for current pay practices and provide guidance to compensation governance.

Management requests approval to amend the charter to authorize an additional 100 million shares of common stock, increasing flexibility for capital-raising, equity incentives, strategic transactions and other corporate purposes without requiring further shareholder approval. The proposal explains that the additional shares would have identical rights to existing common stock and notes potential dilutionary effects to existing shareholders’ earnings per share and voting power. Management states there are no current plans to issue the new shares, but desires the optionality for future financing, employee compensation programs, or acquisitions. The Board highlights that approval could also facilitate defensive uses, although it asserts the action is motivated by business needs rather than takeover defense. The vote requires a majority of outstanding shares to approve, and the Board recommends FOR to provide flexibility to support the company’s future operational and financial needs.

Management seeks shareholder approval to amend the charter to adopt a lower voting threshold for certain charter amendments—specifically increases or decreases in authorized shares and reverse stock splits—so that approval can be achieved by a majority of votes cast, consistent with Section 242(d)(2) of the DGCL, provided the company meets certain exchange-listing conditions. The change addresses practical challenges the company faces in securing approval under the current standard (a majority of outstanding shares), especially given a large retail shareholder base that often results in low turnout and thus effectively treats non-votes as votes against. Management argues that aligning the charter with Delaware’s updated law would promote corporate democracy by ensuring decisions are made by participating shareholders and would reduce the disproportionate influence of non-voting holders. The Board recommends FOR because it believes the amendment is necessary to retain flexibility for future actions that may require charter amendments, and that the new standard will not affect other charter amendment requirements.

This management proposal asks shareholders to authorize the Board to adjourn the meeting if Proposal 3 lacks sufficient “For” votes at the time of the meeting, so the company can solicit additional proxies and reconvene with the intention to obtain approval. The adjournment would be limited to allow extra time to solicit support for increasing authorized shares and would not involve other substantive matters. Management recommends approval as a procedural mechanism to ensure sufficient time and opportunity to secure shareholder approval for Proposal 3 without necessitating immediate denial due to turnout; such adjournment authority is common in proxy solicitations to facilitate vote gathering.