Inovio (NASDAQ: INO) overhauls board roles and wins approval on all 2026 shareholder proposals

Rhea-AI Filing Summary

Inovio Pharmaceuticals, Inc. reported governance changes and voting results from its 2026 annual stockholder meeting. On May 19, 2026, the board approved a bylaws amendment clarifying that the Chairman of the Board is not an officer unless specifically designated, formally creating a Lead Independent Director role when the Chief Executive Officer also serves as Chairman, and updating the order of presiding officers at board and stockholder meetings.

On May 20, 2026, stockholders holding 40,670,629 shares, or 58.57% of the 69,438,100 shares entitled to vote, were present or represented by proxy. All eight director nominees were elected. Stockholders ratified Ernst & Young LLP as independent auditor for the fiscal year ending December 31, 2026, approved on a non-binding basis the compensation of named executive officers, and approved amendments to the Amended and Restated 2023 Omnibus Incentive Plan.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

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, and exhibit attachments filed with this report.

Key Figures

Shares entitled to vote: 69,438,100 shares Shares present or by proxy: 40,670,629 shares Quorum percentage: 58.57% +3 more

6 metrics

Shares entitled to vote 69,438,100 shares Common stock entitled to vote as of record date for 2026 Annual Meeting

Shares present or by proxy 40,670,629 shares Shares represented at 2026 Annual Meeting, 58.57% of entitled shares

Quorum percentage 58.57% Portion of entitled common stock represented at 2026 Annual Meeting

Auditor ratification - For votes 39,329,582 votes Votes in favor of ratifying Ernst & Young LLP for fiscal year ending December 31, 2026

Say-on-pay - For votes 21,500,999 votes Votes approving NEO compensation on non-binding basis at 2026 Annual Meeting

Incentive plan amendment - For votes 21,559,350 votes Votes approving amendment and restatement of 2023 Omnibus Incentive Plan

Key Terms

Lead Independent Director, broker non-votes, non-binding advisory basis, independent registered public accounting firm, +1 more

5 terms

Lead Independent Director financial

"establishing the position of Lead Independent Director, including the designation, duties and responsibilities thereof"

A lead independent director is a board member who is not part of company management and is chosen to coordinate and represent the other independent directors, often running sessions without the CEO, helping set meeting agendas, and serving as a liaison between shareholders and the board. For investors, this role signals stronger, more balanced oversight—like a neutral referee who helps ensure decisions are fair, transparent and focused on protecting shareholder interests.

broker non-votes financial

"The votes were cast as follows ... Broker Non-Votes 17,091,251"

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.

non-binding advisory basis financial

"The approval, on a non-binding advisory basis, of the compensation of the NEOs described in the Proxy Statement."

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

independent registered public accounting firm financial

"Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026."

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.

Omnibus Incentive Plan financial

"The approval of the amendment and restatement of the Company’s Amended and Restated 2023 Omnibus Incentive Plan"

An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 19, 2026

Inovio Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-14888		33-0969592
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

660 W. Germantown Pike, Suite 110

Plymouth Meeting, PA 19462

(Address of principal executive offices, including zip code)

(267) 440-4200

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		INO		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 19, 2026, the board of directors (the “Board”) of Inovio Pharmaceuticals, Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated bylaws (the “Bylaws Amendment”) effective immediately to further enhance the Company’s corporate governance practices by, among other things, (i) clarifying the role of the Chairman of the Board, including that the Chairman shall not be deemed an officer of the corporation unless expressly designated as such by the Board, (ii) establishing the position of Lead Independent Director, including the designation, duties and responsibilities thereof, and requiring the appointment of a Lead Independent Director in the event the Chief Executive Officer also serves as Chairman of the Board and (iii) updating the order of presiding officers at meetings of the Board and stockholders to reflect the foregoing changes.

The foregoing description of the Bylaws Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 20, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”), at which the stockholders considered four proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 7, 2026 (the “Proxy Statement”).

Of the 69,438,100 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) entitled to vote as of the record date, which includes shares of Common Stock issuable on conversion of outstanding shares of Series C Cumulative Convertible Preferred Stock, a total of 40,670,629 shares of Common Stock, or 58.57%, were present or represented by proxy at the Annual Meeting. Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.

Proposal 1: The election of the following eight nominees as directors of the Company to serve until the Company’s 2027 Annual Meeting of Stockholders and until their successors are elected. The votes were cast as follows:

Name of Director Nominee		Votes For		Votes Withheld		Broker Non-Votes
Simon X. Benito		22,312,198		1,267,180		17,091,251
Roger D. Dansey, M.D.		22,480,244		1,099,134		17,091,251
Ann C. Miller, M.D.		22,544,652		1,034,726		17,091,251
Jacqueline E. Shea, Ph.D.		22,560,816		1,018,562		17,091,251
Jay P. Shepard		22,468,210		1,111,168		17,091,251
David B. Weiner, Ph.D.		22,666,881		912,497		17,091,251
Wendy L. Yarno		22,451,874		1,127,504		17,091,251
Lota S. Zoth		22,455,943		1,123,435		17,091,251

Proposal 2: The ratification of the appointment by the Audit Committee of the Board of Directors of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes were cast as follows:

For		Against		Abstain		Broker Non-Votes
39,329,582		1,198,040		143,007		—

Proposal 3: The approval, on a non-binding advisory basis, of the compensation of the NEOs described in the Proxy Statement. The votes were cast as follows:

For		Against		Abstain		Broker Non-Votes
21,500,999		1,607,592		470,787		17,091,251

Proposal 4: The approval of the amendment and restatement of the Company’s Amended and Restated 2023 Omnibus Incentive Plan as described in the Proxy Statement. The votes were cast as follows:

For		Against		Abstain		Broker Non-Votes
21,559,350		1,535,940		484,088		17,091,251

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Exhibit Description
3.1		Amendment to Amended and Restated Bylaws of Inovio Pharmaceuticals, Inc., dated May 19, 2026.
104		Cover Page Interactive Data File (formatted as inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						INOVIO PHARMACEUTICALS, INC.
Date: May 20, 2026						/s/ Peter Kies
						Peter Kies
						Chief Financial Officer

FAQ

What governance changes did Inovio (INO) make to its bylaws in May 2026?

Inovio’s board approved a bylaws amendment clarifying board leadership roles. It defined the Chairman’s status as a non-officer unless designated, established a Lead Independent Director role with specific duties, and updated the order of presiding officers at board and stockholder meetings to reflect these leadership changes.

How many Inovio (INO) shares were represented at the 2026 annual meeting?

Stockholders representing 40,670,629 shares were present or by proxy. This equaled 58.57% of the 69,438,100 common shares entitled to vote, including shares issuable upon conversion of Series C preferred stock, providing a solid quorum for the 2026 Annual Meeting decisions.

Were all Inovio (INO) director nominees elected at the 2026 annual meeting?

Yes, all eight director nominees were elected. Each nominee, including Simon X. Benito, Roger D. Dansey, Ann C. Miller, Jacqueline E. Shea, Jay P. Shepard, David B. Weiner, Wendy L. Yarno, and Lota S. Zoth, received more votes “For” than “Withheld,” with substantial broker non-votes recorded.

Did Inovio (INO) stockholders ratify Ernst & Young as the 2026 auditor?

Yes, Ernst & Young LLP was ratified as auditor for 2026. The ratification received 39,329,582 votes “For,” 1,198,040 “Against,” and 143,007 “Abstain,” with no broker non-votes, confirming stockholder support for the company’s chosen independent registered public accounting firm.

How did Inovio (INO) investors vote on executive compensation in 2026?

Stockholders approved executive compensation on a non-binding basis. The say-on-pay proposal received 21,500,999 votes “For,” 1,607,592 “Against,” 470,787 “Abstain,” and 17,091,251 broker non-votes, indicating majority support for the named executive officers’ compensation described in the proxy statement.

What happened with Inovio’s 2023 Omnibus Incentive Plan at the 2026 meeting?

Stockholders approved amendments to the 2023 Omnibus Incentive Plan. The proposal to amend and restate the plan received 21,559,350 votes “For,” 1,535,940 “Against,” 484,088 “Abstain,” and 17,091,251 broker non-votes, allowing the company to continue using the updated equity incentive framework.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.1 EX-3.1 7.9 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB