PDS BIOTECHNOLOGY CORP : Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and…

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

PDS Biotechnology Corporation (the "Company") held a special meeting ofstockholders on January 19, 2022 (the "Special Meeting").

As previously disclosed, on December 8, 2020, the Board of Directors of theCompany (the "Board") approved the Second Amended and Restated PDS BiotechnologyCorporation 2014 Equity Inventive Plan (the "2014 Plan"), subject to stockholderapproval at the Company's 2021 annual meeting of stockholders (the "2021 AnnualMeeting of Stockholders"). The 2014 Plan was previously submitted forconsideration by the Company's stockholders at the 2021 Annual Meeting ofStockholders. At the 2021 Annual Meeting of Stockholders, the Company determinedthat the proposal to approve the 2014 Plan received the requisite number ofvotes for approval. As part of this determination, broker non-votes were treatedas having no effect on the outcome of this proposal. Following the 2021 AnnualMeeting of Stockholders, a complaint (the "Complaint") was filed in the Court ofChancery of the State of Delaware (C.A. No. 2021-0644 JRS) against the Company,certain executive officers of the Company, and the members of the Board, inwhich it was alleged that, under the voting standard contained in the Company'sbylaws in effect at the time of the 2021 Annual Meeting of Stockholders, brokernon-votes should have been treated as a vote "AGAINST" the proposal. If thebroker non-votes were treated as a vote "AGAINST," the proposal would not havebeen approved at the 2021 Annual Meeting of Stockholders.

Although the Company does not believe that the interpretation reflected in theComplaint regarding the bylaws of the Company that were in effect as of the timeof the 2021 Annual Meeting of Stockholders was correct, in an effort to resolveany ambiguity regarding the approval of the 2014 Plan at the 2021 Annual Meetingof Stockholders raised by the Complaint, the Company asked its stockholders, atthe Special Meeting, to ratify the prior approval of the 2014 Plan, which wasadopted at the 2021 Annual Meeting of Stockholders.

At the Special Meeting, the stockholders of the Company voted in favor of theratification of the prior approval of the 2014 Plan, which was adopted at the2021 Annual Meeting of Stockholders. A copy of the 2014 Plan is filed asExhibit 10.1 hereto and is incorporated by reference herein.

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

At the Special Meeting, the following proposal was submitted to the stockholdersof the Company: a proposal to ratify the prior approval of the Second Amendedand Restated PDS Biotechnology Corporation 2014 Equity Incentive Plan, which wasadopted at the Company's 2021 annual meeting of stockholders.

For more information about the foregoing proposal, see the Company's definitiveproxy statement on Schedule 14A filed with the United States Securities andExchange Commission on December 16, 2021. Of the 28,437,940 shares of theCompany's common stock entitled to vote at the Special Meeting, 15,698,729shares, or approximately 55.20%, were represented at the Special Meeting inperson or by proxy, constituting a quorum.

The number of votes cast for, against or withheld, as well as abstentions inrespect of the proposal is set forth below.

Proposal 1: Ratification of the prior approval of the Second Amended and Restated

The Company's stockholders ratified the prior approval of the Second Amended andRestated PDS Biotechnology Corporation 2014 Equity Incentive Plan, which wasadopted at the Company's 2021 annual meeting of stockholders. The votesregarding this proposal were as follows:

Votes For Votes Against Votes Abstaining Broker Non-Votes14,471,905 1,046,389 180,435

Item 9.01 Financial Statements and Exhibits.

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Edgar Online, source Glimpses

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PDS BIOTECHNOLOGY CORP : Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and...