Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Submission of Matters to a Vote of Security Holders
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As described in Item 5.07 below, on July 7, 2026, at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Cellectar Biosciences, Inc.…
We are a late-stage clinical biopharmaceutical company focused on the discovery, development and commercialization of drugs for the treatment of cancer. Our core objective is to leverage our proprietary phospholipid ether drug conjugate™ (PDC™) delivery platform to develop PDCs that are designed to specifically target cancer cells and deliver improved efficacy and better safety as a result of fewer off-target effects. We believe that our PDC platform possesses the potential for the discovery and development of the next generation of cancer-targeting treatments, and we plan to develop PDCs both independently and through research and development collaborations.
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described in Item 5.07 below, on July 7, 2026, at the 2026 Annual
Meeting of Stockholders (the “Annual Meeting”) of Cellectar Biosciences, Inc. (the “Company”), the Company’s
stockholders approved an amendment to the Company’s 2021 Stock Incentive Plan (the “Plan”) to increase the number of
shares reserved for issuance under the Plan by 2,000,000 shares.
A copy of the Plan, as amended, is filed as Exhibit 10.1 to this Current
Report and is incorporated by reference in this Item 5.02.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07. Submission of Matters to a Vote of Security Holders
The Company held the Annual Meeting at 10:00 a.m., local time, on July
7, 2026.
The proposals presented for stockholder approval at the Annual Meeting
are described below:
Proposal No. 1 - Election of Directors
Class III directors, Andrew Gu and Douglas J. Swirsky, were nominated
and elected to serve three-year terms. The vote was as follows:
Nominee For Withhold Broker Non-Votes
─────────────────────────────────────────────────────────────────────────
Adnrew Gu 2,134,395 25,493 1,382,976
Douglas J. Swirsky 2,126,590 33,298 1,382,976
Proposal No. 2 - Approval of an Increase in the Number of
Shares Available for Issuance Under the 2021 Stock Incentive Plan
The Company requested approval of an increase in the number of shares
of common stock available for issuance under the Plan by 2,000,000 shares. The stockholders approved the proposal. The vote was as follows:
For Against Abstain Broker Non-Votes
─────────────────────────────────────────────────────────────
1,706,640 439,422 13,825 1,382,977
Proposal No. 3 - Ratification of Appointment of Independent
Registered Public Accounting Firm
The Company requested ratification of the appointment
by the Audit Committee of the Board of Directors of Deloitte & Touche LLP to be the Company’s independent registered public
accounting firm for fiscal year 2026. The stockholders ratified the appointment. The vote was as follows:
For Against Abstain
───────────────────────────────────────
3,518,084 13,956 10,824
Proposal No. 4 - Approval of Executive Officer Compensation
The Company requested approval, on a non-binding
advisory basis, of the compensation of the Company’s named executive officers. The stockholders approved the compensation of the
named executive officers. The vote was as follows:
For Against Abstain Broker Non-Votes
─────────────────────────────────────────────────────────────
1,438,422 712,362 9,102 1,382,978
Proposal No. 5 - Approval of Exercise of Warrants
The Company requested approval the exercise
of warrants issued by the Company to purchase up to an aggregate of 39,618,078 shares of common stock under applicable rules and
regulations of the Nasdaq Stock Market LLC (the “Warrant Exercise Proposal”). The stockholders approved the proposal.
The vote was as follows:
For Against Abstain Broker Non-Votes
─────────────────────────────────────────────────────────────
1,881,936 55,004 222,946 1,382,977
Proposal No. 6 - Adjournment of Annual Meeting
Because the Warrant Exercise Proposal was approved,
the sixth proposal on the agenda regarding adjournment of the Annual Meeting was rendered moot and was not presented.