International Stem Cell 2025 vote favors directors and 3-year say-on-pay

Rhea-AI Filing Summary

International Stem Cell Corporation reported the results of its annual stockholder meeting held on June 17, 2025. Stockholders elected four directors to serve until the 2026 annual meeting, including Andrey Semechkin and Russell Kern, each receiving 2,457,143 votes for with no votes withheld, and Donald A. Wright and Paul V. Maier, each receiving 7,772,429 votes for and 19,267 votes withheld. Stockholders also approved, on an advisory basis, the compensation of the company’s named executive officers, with 7,715,844 votes for, 73,393 against, and 2,459 abstentions. In addition, stockholders advised that future votes on executive compensation should be held every three years, with 7,593,833 votes favoring a three-year frequency, compared with 142,581 for one year and 50,443 for two years.

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): June 17, 2025

INTERNATIONAL STEM CELL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	000-51891	20-4494098
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

9745 Businesspark Ave, San Diego, California 92131

(Address of principal executive offices, including zip code)

(760) 940-6383

(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 CAR 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
None	N/A	N/A

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 5.07 Submission of Matters to a Vote of Security Holders

International Stem Cell Corporation (the “Company”) held its Annual Meeting of Stockholders on June 17, 2025. The stockholders considered two proposals, which are described in more detail in the Company’s definitive proxy statement dated April 24, 2025.

Proposal 1:   Election of four directors to hold office until the 2026 Annual Meeting:

A. Directors elected by holders of Series D Preferred Stock:

		FOR		WITHHELD
Andrey Semechkin		2,457,143		0
Russell Kern		2,457,143		0

B. Directors elected by holders of all shares of stock (including shares of preferred stock voting on an as-converted basis):

		FOR		WITHHELD
Donald A. Wright		7,772,429		19,267
Paul V. Maier		7,772,429		19,267

Broker Non-Votes: none

All of the foregoing candidates were elected.

Proposal 2:   To approve, on an advisory basis, the compensation of our named executive officers as disclosed in the proxy statement.

FOR				Against				ABSTAIN
	7,715,844				73,393				2,459

Broker Non-Votes: none

Proposal 3:   To vote, on an advisory basis, of the frequency of advisory votes on executive compensation.

1 Year		2 Years		3 Years		ABSTAIN
142,581		50,443		7,593,833		4,839

Broker Non-Votes: none

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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.

	INTERNATIONAL STEM CELL CORPORATION
Date: November 18, 2025	By:		/s/ Russell Kern
			Russell Kern
			Executive Vice President, Chief Scientific Officer and Principal Financial Officer

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FAQ

What did ISCO stockholders vote on at the June 17, 2025 annual meeting?

ISCO stockholders voted on three items: electing four directors to serve until the 2026 annual meeting, approving on an advisory basis the compensation of the named executive officers, and determining the advisory frequency of future say-on-pay votes.

Were the director nominees elected at International Stem Cell Corporation (ISCO)?

Yes. All four director nominees—Andrey Semechkin, Russell Kern, Donald A. Wright, and Paul V. Maier—were elected. Semechkin and Kern each received 2,457,143 votes for with no votes withheld, while Wright and Maier each received 7,772,429 votes for and 19,267 votes withheld.

How did ISCO stockholders vote on executive compensation (say-on-pay)?

Stockholders approved ISCO’s named executive officer compensation on an advisory basis, with 7,715,844 votes for, 73,393 votes against, and 2,459 abstentions. There were no broker non-votes reported for this proposal.

What say-on-pay frequency did ISCO stockholders prefer?

ISCO stockholders expressed a clear preference for holding say-on-pay votes every three years, with 7,593,833 votes favoring a three-year frequency, compared with 142,581 votes for one year, 50,443 votes for two years, and 4,839 abstentions.

Were there any broker non-votes on ISCO’s 2025 annual meeting proposals?

No. For each of the three proposals—the election of directors, the advisory approval of executive compensation, and the advisory vote on frequency of say-on-pay—broker non-votes were reported as none.

Who signed the ISCO report summarizing the 2025 annual meeting results?

The report was signed on behalf of International Stem Cell Corporation by Russell Kern, who is identified as Executive Vice President, Chief Scientific Officer and Principal Financial Officer.