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.
On October 14, 2026, iBio, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved Amendment No. 1 (the “Plan Amendment”) to the iBio, Inc. 2023 Omnibus Incentive Plan (the “Plan”) to amend the “evergreen” provision of the Plan such that: (a) on each of January 1, 2027, January 1, 2028 and January 1, 2029, the number of shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), reserved and available for issuance under the Plan will increase by a number of shares equal to: (i) 5% of the number of shares of Common Stock outstanding on December 31 of the preceding calendar year, plus (ii) 3% of the number of shares of Common Stock issuable upon exercise of pre-funded warrants outstanding on December 31 of the preceding calendar year, and (b) on each of January 1, 2030, January 1, 2031, January 1, 2032 and January 1, 2033, the number of shares of Common Stock reserved and available for issuance under the Plan will increase by a number of shares equal to 5% of the total number of shares of Common Stock outstanding on December 31 of the preceding calendar year, provided that the Board of Directors may act prior to January 1 of a given calendar year to provide that the increase for such year will be a lesser number of shares. A description of the Plan, as amended by the Plan Amendment, is set forth in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting, which was filed with the Securities and Exchange Commission (the “Commission”) on September 4, 2026 (the “Definitive Proxy Statement”), in the section entitled “Proposal 5 - Approval of an Amendment to the Company’s 2023 Omnibus Incentive Plan,” which is incorporated herein by reference. The description of the Plan Amendment is qualified in its entirety by reference to the full text thereof, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As described under Item 5.07 below, at the Annual Meeting the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to increase the number of authorized shares of Common Stock from 275,000,000 shares to 500,000,000 shares (the “Authorized Share Increase”). On October 16, 2026, the Company filed a Certificate of Amendment to the Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect the Authorized Share Increase, which became effective upon filing.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of 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 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s stockholders voted on six (6) proposals and cast their votes as described below. A total of 48,244,264 shares were represented in person or by proxy, which represented a quorum. The matters below are described in detail in the Definitive Proxy Statement.
Proposal 1 - Election of Directors Proposal
The following two (2) nominees were elected as Class III directors of the Company’s Board of Directors (the “Board”), each to serve a three-year term expiring at the 2029 Annual Meeting of Stockholders and until such director’s successor is duly elected and qualified, with the following votes:
Name of Director Votes For Withheld Broker Non-Votes
─────────────────────────────────────────────────────────────────────────
1. William Clark 35,039,749 1,143,763 12,060,752
2. Gary Sender 35,909,610 273,902 12,060,752
Proposal 2 - Auditor Ratification Proposal
The stockholders ratified the appointment of Grassi & Co., CPAs, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2027 based on the votes set forth below:
Votes For Votes Against Abstentions Broker Non-Votes
────────────────────────────────────────────────────────────────────────
47,499,835 140,624 603,805 0
Proposal 3 - Say-on-Pay Proposal
The stockholders approved, on an advisory, non-binding basis, the compensation of the Company’s named executive officers (“say-on-pay”), as disclosed in the Definitive Proxy Statement. The results of the voting for this approved proposal are as follows:
Votes For Votes Against Abstentions Broker Non-Votes
────────────────────────────────────────────────────────────────────────
35,524,321 404,426 254,765 12,060,752
Proposal 4 - Authorized Share Increase Proposal
The stockholders approved the Certificate of Amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock from 275,000,000 shares to 500,000,000 shares (the “Authorized Share Increase Proposal”), as described above under Item 5.03 and in the Definitive Proxy Statement. The results of the voting for this approved proposal are as follows:
Votes For Votes Against Abstentions Broker Non-Votes
────────────────────────────────────────────────────────────────────────
45,730,093 2,052,563 461,608 0
Proposal 5 - Plan Amendment Proposal
The stockholders approved the Plan Amendment (the “Plan Amendment Proposal”), as described above under Item 5.02 and in the Definitive Proxy Statement. The results of the voting for this approved proposal are as follows:
Votes For Votes Against Abstentions Broker Non-Votes
────────────────────────────────────────────────────────────────────────
27,693,575 8,263,100 226,837 12,060,752
Proposal 6 - Adjournment Proposal
The stockholders approved the adjournment of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there were not sufficient votes in favor of Authorized Share Increase Proposal and/or the Plan Amendment Proposal, as described in the Definitive Proxy Statement. The results of the voting for this approved proposal are as follows:
Votes For Votes Against Abstentions Broker Non-Votes
────────────────────────────────────────────────────────────────────────
27,867,928 8,100,316 215,268 12,060,752
Notwithstanding the approval of this proposal, because each of the Authorized Share Increase Proposal and the Plan Amendment Proposal received the requisite votes for approval at the Annual Meeting as convened, it was not necessary for the Company to adjourn the Annual Meeting.