SLS 2025 Annual Meeting: All Proposals Pass, Small ESPP Increase Approved

Rhea-AI Filing Summary

The Form 8-K filed by SELLAS Life Sciences Group, Inc. (NASDAQ: SLS) discloses the voting results from the Company’s Annual Meeting held on June 17, 2025. Of the 94.5 million shares outstanding, 61.3 million (64.85%) were present or represented by proxy.

• Board elections: Class III directors Angelos M. Stergiou and John Varian were re-elected, receiving 83% and 84% of votes cast, respectively, excluding broker non-votes.
• Auditor ratification: Stockholders confirmed Baker Tilly US, LLP as independent auditor for FY 2025 with a strong 86.9% “For” vote.
• Equity plan amendment: An increase of 800,000 shares under the 2021 Employee Stock Purchase Plan was approved (66% “For”).
• Say-on-pay: The advisory resolution on executive compensation passed with 69% support.
• Say-on-frequency: A plurality of holders (74%) preferred an annual vote on executive compensation.
• Adjournment authority: Shareholders granted the Board discretion to adjourn the meeting if additional proxy solicitation were needed.

No other matters were presented, and no financial performance data or strategic transactions were reported in this filing.

Insights

Corporate Governance Analyst

TL;DR: Routine annual-meeting items passed; modest ESPP share increase only notable dilution risk; overall neutral governance outcome with no strategic impact.

The disclosed voting results are standard housekeeping matters. Director re-elections and auditor ratification passed with comfortable margins, indicating continued shareholder confidence. The 800,000-share expansion of the ESPP is small relative to SLS’s ~94 million outstanding shares (~0.8% potential dilution), posing minimal valuation effect. Advisory say-on-pay passed despite 31% opposition, a figure worth monitoring but not alarming. Shareholders favored annual compensation votes, aligning with best-practice governance. No material operational, financial, or strategic information was provided; therefore, the filing does not meaningfully alter the investment thesis. Impact on share price or risk profile is expected to be negligible.

8-K Event Classification

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

1 item

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.

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UNITED STATES

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

SELLAS Life Sciences Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-33958		20-8099512
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)
		7 Times Square, Suite 2503 New York, NY 10036
		(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (646) 200-5278

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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, $0.0001 par value per share	SLS	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 5.07 Submission of Matters to a Vote of Security Holders.

Annual Meeting of Stockholders

On June 17, 2025, SELLAS Life Sciences Group, Inc. (the “Company”) held its Annual Meeting of Stockholders (“Annual Meeting”). There were 61,319,182 shares of common stock, or approximately 64.85% of all outstanding shares, present in person or represented by proxy. At the Annual Meeting, the stockholders voted on the following three proposals and cast their votes as described below.

Proposal 1

The Company’s stockholders re-elected each of the following nominees as a Class III director to the Board of the Company to hold office until the 2028 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified.

NAME		FOR		WITHHELD		BROKER NON-VOTES
Angelos M. Stergiou		36,403,967		7,081,252		17,833,963
John Varian		36,659,682		6,825,537		17,833,963

Proposal 2

The Company’s stockholders ratified the appointment of Baker Tilly US, LLP (as the successor to Moss Adams LLP) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
56,868,642		3,434,699		1,015,841		-

Proposal 3

The Company’s stockholders approved an amendment to the Company’s 2021 Employee Stock Purchase Plan (“ESPP”) to increase the number of shares of common stock available for sale under the ESPP by 800,000.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
28,823,444		14,028,009		633,766		17,833,963

Proposal 4

The Company’s stockholders approved the non-binding, advisory resolution on the executive compensation of the Company’s named executive officers.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
29,589,249		12,767,791		1,128,179		17,833,963

Proposal 5

The Company’s stockholders recommended, on a non-binding advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers.

I YEAR		2 YEARS		3 YEARS		ABSTAIN
34,762,424		1,716,688		4,234,750		2,771,357

Proposal 6

The Company’s stockholders approved an adjournment of the Annual Meeting, if necessary, to solicit additional proxies in favor of proposals 1, 2, 3, 4 and 5.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
45,892,670		14,355,617		1,070,895		-

No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.

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.

		SELLAS Life Sciences Group, Inc.
Date:	June 18, 2025	By:	/s/ John T. Burns
			Name:	John T. Burns
			Title:	Senior Vice President, Chief Financial Officer

FAQ

How many shares were represented at SELLAS (SLS) 2025 Annual Meeting?

A total of 61,319,182 shares, or 64.85% of outstanding common stock, were present or represented by proxy.

Was the ESPP share pool increased for SELLAS Life Sciences Group?

Yes. Stockholders approved adding 800,000 shares to the 2021 Employee Stock Purchase Plan.

Which audit firm was ratified for SELLAS’ fiscal year 2025?

Shareholders ratified Baker Tilly US, LLP as the independent registered public accounting firm.

What voting frequency on executive compensation did SELLAS stockholders prefer?

Annual (1-year) advisory votes received the highest support—about 34.8 million votes (74% of votes cast on that item).

Did any director nominees fail to be re-elected at SELLAS?

No. Both Class III nominees—Angelos M. Stergiou and John Varian—were re-elected to serve until the 2028 Annual Meeting.