UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
At the Company’s 2023 Annual Meeting of Stockholders held on June 14, 2023 (the “Annual Meeting”), the Company’s stockholders approved an amendment to the IMUNON, Inc. 2018 Stock Incentive Plan (the “Plan”), which amendment was approved by the Company’s board of directors on March 17, 2023. The amendment increased the aggregate number of shares of common stock that may be delivered pursuant to all awards granted under the Plan by an additional 1,030,000 shares so that the new aggregate share limit for the Plan is 1,970,000 shares.
A copy of the IMUNON, Inc. 2018 Stock Incentive Plan, as amended as of June 14, 2023, is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the following actions were taken. The proposals below are described in detail in the Company’s definitive proxy statement dated April 28, 2023 for the Annual Meeting.
Proposal 1
Each of the individuals listed below was elected, by a majority of the votes cast at the Annual Meeting and entitled to vote on the election of directors, to serve on the Board of Directors until the 2026 Annual Meeting of Stockholders.
| Nominee | For | Withheld | Broker Non-Votes | |||||||||
| Frederick J. Fritz | 1,384,165 | 624,245 | 1,969,160 | |||||||||
| Christine A. Pellizzari | 1,833,554 | 174,856 | 1,969,160 | |||||||||
In addition to the directors elected above, Dr. Corinne Le Goff, Dr. Stacy R. Lindborg, Mr. James E. Dentzer, Dr. Donald P. Braun and Mr. Michael H Tardugno continued to serve as directors after the Annual Meeting.
Proposal 2
The proposal, by the audit committee of the board of directors of the Company, to ratify the appointment of WithumSmith+ Brown, PC as the independent registered public accounting firm for the fiscal year ending December 31, 2023, as described in the proxy materials, was approved by the stockholders. The voting results were the following:
| For | Against | Abstain | ||||||
| 3,752,493 | 177,797 | 47,280 | ||||||
Proposal 3
The proposal to approve, on an advisory basis, the 2022 compensation of the Company’s named executive officers (“Say-on-Pay”), was approved based upon the following votes:
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 1,447,831 | 244,474 | 316,105 | 1,969,160 | |||||||||
Proposal 4
The proposal to approve, on an advisory basis, the frequency by which future advisory votes on executive compensation will occur was approved for every year based upon the following votes:
| 1 Year | 2 Year | 3 Year | Abstain | Broker Non-Votes | ||||||||||||
| 1,230,351 | 66,870 | 652,857 | 58,332 | 1,969,160 | ||||||||||||
The Company intends to hold annual votes, on an advisory basis, on its executive compensation.
Proposal 5
The proposal to approve an amendment to the Stock Plan was approved based on the following votes:
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 1,265,154 | 682,773 | 60,483 | 1,969,160 | |||||||||
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
Description | |
| 10.1 | IMUNON, Inc. 2018 Stock Incentive Plan, as amended as of June 14, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| IMUNON, INC. | ||
| Dated: June 15, 2023 | By: | /s/ Jeffrey W. Church |
| Jeffrey W. Church | ||
| Executive Vice President and Chief Financial Officer | ||