8-K
Inovio Pharmaceuticals, Inc. (INO)
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<br>of incorporation) | (Commission<br>File Number) | (IRS Employer<br> <br>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<br>Symbol(s) | Name of each exchange<br>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<br> <br>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 |
EX-3.1
Exhibit 3.1
AMENDMENT TO
AMENDEDAND RESTATED
BYLAWS
OF
INOVIOPHARMACEUTICALS, INC.
ADOPTED: MAY 19, 2026
The Amended and Restated Bylaws (the “Bylaws”) of INOVIO Pharmaceuticals, Inc., a Delaware corporation (the “Company”), are hereby amended as follows:
Article III, Section 3.5 of the Bylaws is hereby amended by adding the following new subsection (e) at the end thereof:
“(e) At every meeting of the directors, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the Lead Independent Director, or if the Lead Independent Director is absent, the Chief Executive Officer (if a director), or, if the Chief Executive Officer is absent, the President (if a director), or, in the absence of any such person, a chairman of the meeting chosen by a majority of the directors present, shall preside over the meeting. The Secretary, or in his or her absence, any assistant secretary or other officer or director directed to do so by the Chairman, shall act as secretary of the meeting.”
Article III, Section 10 of the Bylaws is hereby amended and restated in its entirety as follows:
“Section 3.10. Chairman of the Board. The Board of Directors may designate a Chairman of the Board from among the members of the Board of Directors. The Chairman of the Board shall preside at all meetings of directors and stockholders. The Chairman of the Board, in such capacity, shall not be an officer of the corporation unless expressly designated as such by the Board of Directors. In the event the Board of Directors expressly designates that the Chief Executive Officer shall also serve as Chairman of the Board, then the Board of Directors shall appoint an independent director as the Lead Independent Director in accordance with Section 3.11 of these Bylaws.”
The following new Section 3.11 is hereby added to Article III of the Bylaws immediately following Section 3.10:
“Section 3.11. Lead Independent Director. The Chairman of the Board, or if the Chairman is not an independent director, one of the independent directors, may be designated by the Board of Directors as lead independent director (the “Lead Independent Director”) to serve until replaced by the Board of Directors. The Lead Independent Director shall: (a) with the Chairman of the Board, establish the agenda for regular Board meetings and serve as chairman of Board meetings in the absence of the Chairman of the Board; (b) establish the agenda for meetings of the independent directors; (c) coordinate with the committee chairs regarding
meeting agendas and informational requirements; (d) preside over meetings of the independent directors; (e) preside over any portions of meetings of the Board at which the evaluation or compensation of the Chief Executive Officer is presented or discussed; (f) preside over any portions of meetings of the Board of Directors at which the performance of the Board of Directors is presented or discussed; and (g) perform such other duties as may be established or delegated by the Chairman of the Board or the Board of Directors.”
Article IV, Section 4.2(b) of the Bylaws is hereby amended and restated in its entirety as follows:
“(b) Duties of theChief Executive Officer: Unless provided otherwise by a resolution adopted by the Board of Directors, the Chief Executive Officer (i) shall have general active management of the business of the corporation; (ii) shall, in the absence of the Chairman of the Board of Directors and the Lead Independent Director, preside at all meetings of the stockholders and Board of Directors; (iii) shall see that all orders and resolutions of the Board are carried into effect; (iv) may maintain records of and certify proceedings of the Board and stockholders; and (v) shall perform such other duties as may from time to time be assigned by the Board of Directors.”
Article IV, Section 4.2(c) of the Bylaws is hereby amended and restated in its entirety as follows:
“(c) Duties of President: The President shall preside at all meetings of the stockholders and at all meetings of the Board of Directors, unless the Chairman of the Board of Directors, the Lead Independent Director, or the Chief Executive Officer has been appointed and is present. The President shall perform such duties and have such powers as the Board of Directors shall designate from time to time.
All provisions of the Bylaws not hereby amended shall remain in full force and effect. This Amendment and the Bylaws shall be read and construed together as a single instrument. To the extent of any inconsistency between the terms contained in the Bylaws and this Amendment, the terms of this Amendment shall control. Any reference to any document or agreement to the Bylaws shall include this Amendment and shall refer to the Bylaws as amended by this Amendment.
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