Celldex expands equity plan after 2026 shareholder vote
Celldex Therapeutics, Inc. reported results from its 2026 annual stockholder meeting, including approval of an amendment to its 2021 Omnibus Equity Incentive Plan.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
8-K
Rhea-AI Filing Summary
Celldex Therapeutics, Inc. reported results from its 2026 annual stockholder meeting, including approval of an amendment to its 2021 Omnibus Equity Incentive Plan. Stockholders increased the shares available for issuance under the plan by 3,400,000, bringing the total reserve to 12,900,000 shares and clarified tax withholding terms for awards.
All director nominees were elected with more than 59 million votes cast in favor for each seat. Stockholders also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026 and approved, on an advisory, non-binding basis, the compensation of named executive officers.
8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Equity plan share increase: 3,400,000 shares
Total plan reserve: 12,900,000 shares
Equity plan amendment vote for: 58,844,414 votes
+3 more
6 metrics
Equity plan share increase
3,400,000 shares
Additional shares approved for 2021 Omnibus Equity Incentive Plan
Total plan reserve
12,900,000 shares
Shares reserved for issuance under 2021 Omnibus Equity Incentive Plan after amendment
Equity plan amendment vote for
58,844,414 votes
Votes for increasing plan reserve to 12,900,000 shares
Auditor ratification votes for
64,712,039 votes
Ratification of PricewaterhouseCoopers LLP for year ending December 31, 2026
Executive pay advisory votes for
59,258,619 votes
Advisory, non-binding approval of named executive officer compensation
Director vote example
60,218,830 votes for
Votes for director nominee Anthony S. Marucci, Chief Executive Officer
Key Terms
2021 Omnibus Equity Incentive Plan, broker non-votes, independent registered public accounting firm, advisory, non-binding basis
4 terms
2021 Omnibus Equity Incentive Plan financial
"approved an amendment to the Company’s 2021 Omnibus Equity Incentive Plan"
broker non-votes financial
"Broker Non-Votes 58,844,414 | | 1,654,297 | | 185,005 | | 4,402,319"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm regulatory
"ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory, non-binding basis financial
"voted to approve, on an advisory, non-binding basis, the compensation for the Company’s named executive officers"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What equity plan change did Celldex (CLDX) stockholders approve?
Celldex stockholders approved an amendment to the 2021 Omnibus Equity Incentive Plan. The change increases shares reserved for issuance by 3,400,000 to a total of 12,900,000 shares and clarifies how tax withholding will work for awards granted under the plan.
How did Celldex (CLDX) stockholders vote on the equity plan amendment?
Stockholders approved the equity plan amendment with 58,844,414 votes for, 1,654,297 against, and 185,005 abstentions. There were also 4,402,319 broker non-votes. This approval authorized the larger share reserve and tax withholding clarifications in the 2021 Omnibus Equity Incentive Plan.
Which directors were elected at the 2026 Celldex (CLDX) annual meeting?
Stockholders elected nine directors, including Chair Harry H. Penner, Jr. and CEO Anthony S. Marucci, to serve until the 2027 annual meeting. Each nominee received over 59 million votes for, with relatively small numbers of votes against, abstentions, and broker non-votes reported.
Did Celldex (CLDX) stockholders ratify the company’s auditor for 2026?
Yes. Stockholders ratified the appointment of PricewaterhouseCoopers LLP as Celldex’s independent registered public accounting firm for the year ending December 31, 2026, with 64,712,039 votes for, 174,706 votes against, and 199,290 abstentions reported in the voting results.
How did Celldex (CLDX) stockholders vote on executive compensation?
Stockholders approved, on an advisory and non-binding basis, the compensation of Celldex’s named executive officers. The vote totaled 59,258,619 for, 945,414 against, and 479,683 abstentions, with an additional 4,402,319 broker non-votes recorded for this executive compensation resolution.
What were the broker non-votes at the Celldex (CLDX) 2026 meeting?
Broker non-votes totaled 4,402,319 for the director elections, equity plan amendment, and advisory vote on executive compensation. Broker non-votes arise when intermediaries lack discretionary authority to vote on certain proposals without specific instructions from the beneficial owners.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Accepted by SEC EDGAR
Learn about SEC filing dates