Soligenix Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
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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. |
On June 20, 2025, Soligenix, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”), at which the stockholders approved the 2025 Equity Incentive Plan (the “2025 Plan”). A summary of the 2025 Plan was included as part of Proposal 2 in the Company's proxy statement (the “Proxy Statement”) filed with the Securities and Exchange Commission on May 5, 2025. The summary of the 2025 Plan contained in the Proxy Statement is qualified by and subject to the full text of the 2025 Plan, which is filed as Exhibit 10.1 to this report. The forms of stock option agreement and restricted stock purchase agreement under the 2025 Plan are filed as Exhibits 10.2 and 10.3, respectively, to this report.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 20, 2025, at the Annual Meeting, the following items were voted upon:
Proposal 1 – Election of Directors: |
The following five nominees were elected as directors to serve until the 2025 Annual Meeting of Stockholders by votes as follows:
Name |
| For |
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| Withheld |
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Christopher J. Schaber, PhD |
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| 330,950 | 33,545 |
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Gregg A. Lapointe, CPA, MBA | 332,492 | 32,003 | ||||||
Diane L. Parks, MBA |
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| 331,054 | 33,441 |
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Robert J. Rubin, MD |
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| 331,046 | 33,449 |
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Jerome B. Zeldis, MD, PhD |
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| 329,054 | 35,441 |
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There were 1,168,832 broker non-votes in the election of directors.
Proposal 2 – 2025 Equity Incentive Plan: |
The proposal to approve the 2025 Plan was approved, and the votes were as follows:
For |
| Against |
| Abstain |
215,332 |
| 91,937 |
| 57,226 |
There were 1,168,832 broker non-votes on this proposal.
Proposal 3 – Non-Binding Advisory Vote on Executive Compensation: |
The proposal to approve, by a non-binding advisory vote, the compensation of the Company’s named executive officers as disclosed in the Company’s 2025 proxy statement was approved, and the votes were as follows:
For |
| Against |
| Abstain |
303,633 |
| 53,830 |
| 7,032 |
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There were 1,168,832 broker non-votes on this proposal.
Proposal 4 – Ratification of Auditors: |
The proposal to ratify the appointment of Cherry Bekaert, LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025 was approved by votes as follows:
For |
| Against |
| Abstain |
1,476,465 |
| 54,474 |
| 2,388 |
There were no broker non-votes on this proposal.
Proposal 5 – Adjournment Proposal: |
The proposal to approve an adjournment of the Annual Meeting, in whole or in part as to any particular proposal(s), to a later date or dates, if necessary, to permit further solicitation of proxies in the event there are not sufficient shares voted to constitute a quorum or votes in favor of a particular proposal for approval, was approved, and the votes were as follows:
For |
| Against |
| Abstain |
1,227,450 |
| 295,013 |
| 10,864 |
There were no broker non-votes on this proposal.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description |
10.1 | ||
10.2 | ||
10.3 | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
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.
| Soligenix, Inc. | |
June 20, 2025 | By: | /s/ Christopher J. Schaber |
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| Christopher J. Schaber, Ph.D. |
President and Chief Executive Officer | ||
(Principal Executive Officer) | ||
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