NWBO Northwest Biotherapeutics Inc (QB)

Northwest Biotherapeutics, Inc. (the “Company”) held an annual meeting of stockholders on December 30, 2022 (the “Annual Meeting”), at which a quorum was present. The number of shares represented and voting in person or by proxy at the Annual Meeting was 841,223,911, representing 78.1% of the total combined voting power of all outstanding common and preferred stock on the record date for the Annual Meeting.

At the Annual Meeting, the stockholders voted on six matters: (1) the re-election of Ms. Linda F. Powers and Dr. Navid Malik as Class III members of the Board of Directors for a three-year term, (2) ratification of the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, (3)  ratification of the same option awards that were made in 2020 to the Company’s named executive officers and for which the stockholders already voted in favor in an advisory vote at the Company’s 2021 annual meeting of stockholders, (4) approval, on an advisory basis, of the Company’s 2021 executive compensation, (5) approval of previously reported 2020 option awards to the Company’s independent directors of the Board of Directors and (6) approval of an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock, par value $0.001 per share (the “Common Stock”), by 500,000,000 from 1,200,000,000 to 1,700,000,000 (the “Common Stock Increase Amendment”).

As of the close of business on October 31, 2022, the record date for the Annual Meeting, there were 1,052,853,970 shares of Common Stock and 972,700 shares of Preferred Stock, par value $0.001 (the “Preferred Stock”), entitled to vote at the Annual Meeting. Each share of Common Stock entitled the record holder to one vote on each matter to be voted upon at the Annual Meeting. Each share of Preferred Stock entitled the record holder to 25 votes on each matter to be voted upon at the Annual Meeting.

For Proposals No. 1 through No. 5, the percentages in parentheses below are the percentages of the votes cast for each matter. For Proposal No. 6, the percentages in parentheses below are the percentages of the votes cast and the percentages of the total outstanding shares eligible to vote on the record date.

Proposal No. 3. Ratification Of The Same Option Awards That Were Made In 2020 To The Company’s Named Executive Officers And For Which The Stockholders Already Voted In Favor In An Advisory Vote At The Company’s 2021 Annual Meeting Of Stockholders.

The common and preferred stockholders, voting as a single class, ratified the same option awards that were made in 2020 to the Company’s named executive officers and for which the stockholders already voted in favor in an advisory vote at the Company’s 2021 annual meeting of stockholders. The votes for ratification were as follows: 

Proposal No. 6. Approval of Common Stock Increase Amendment.

The common stockholders, voting as a separate class, approved the Common Stock Increase Amendment to increase the number of authorized shares of Common Stock. The common and preferred stockholders, voting together as a single class, also approved the Common Stock Increase Amendment.

The votes for approval by the common stockholders, voting as a separate class, as a percentage of votes cast, and as a percentage of the total outstanding shares Common Stock as of the record date, were as follows: 

The votes for approval by the common and preferred stockholders, voting together as a single class, as a percentage of votes cast, and as a percentage of the total outstanding shares of Common and Preferred Stock combined as of the record date, were as follows: