PDS Biotechnology Stockholders Approve Directors, Auditor and Say-on-Pay at 2026 AGM

PDS Biotechnology (NASDAQ:PDSB) stockholders approved all four proposals presented at the company’s 2026 Annual Meeting of Stockholders, including the election of two Class B directors, an amendment to its certificate of incorporation, the appointment of KPMG LLP as auditor, and executive compensation on an advisory basis.

The virtual-only meeting was led by President and Chief Executive Officer Frank Bedu-Addo, who said the format enabled stockholders to listen, submit questions and vote regardless of their physical location.

Stockholders of record as of June 15, 2026, were entitled to vote. Louis Larsen, Broadridge’s Inspector of Voting, reported that a majority of the company’s outstanding common shares entitled to vote were represented at the meeting, establishing a quorum.

Director Elections Approved

Stockholders elected Kamil Ali-Jackson and Ilian Iliev as Class B directors. Each will serve a three-year term, through the company’s 2029 annual meeting, or until a successor is elected and qualified.

Ali-Jackson is chair of the company’s nominating and corporate governance committee. Iliev is among the company’s current directors, alongside Board Chairman Stephen Glover, Audit Committee Chair Gregory Freitag, Otis Brawley and Bedu-Addo.

Certificate Amendment, Auditor Ratification and Say-on-Pay

In addition to the director elections, stockholders approved an amendment to the company’s eighth amended and restated certificate of incorporation. The transcript did not provide details regarding the substance of the amendment.

Investors also ratified the appointment of KPMG LLP as PDS Biotechnology’s independent registered public accounting firm for the fiscal year ending Dec. 31, 2026. Michael Guernsey of KPMG attended the meeting.

Stockholders further approved, through a non-binding advisory vote, the compensation of the company’s named executive officers.

  • Kamil Ali-Jackson and Ilian Iliev were elected as Class B directors.
  • An amendment to the company’s eighth amended and restated certificate of incorporation was approved.
  • KPMG LLP was ratified as independent registered public accounting firm for fiscal 2026.
  • Named executive officer compensation received advisory approval.

Company to File Detailed Voting Results

Spencer Brown, PDS Biotechnology’s senior vice president and general counsel, said the company expects to file a Form 8-K with the Securities and Exchange Commission within four business days disclosing the specific voting results for each proposal.

Brown said no stockholder proposals had been received for consideration at the annual meeting, and no other matters were brought before stockholders. The company also reported that no questions related to the meeting’s formal business were submitted during the question-and-answer portion.

Bedu-Addo closed the meeting by thanking stockholders for their interest and continued support of PDS Biotechnology.

About PDS Biotechnology (NASDAQ:PDSB)

PDS Biotechnology Group, Inc is a clinical‐stage immunotherapy company focused on the development of targeted treatments for oncology and infectious diseases. The company’s proprietary Amplivant™ adjuvant platform leverages Toll-like receptor 3 activation to prime antigen‐presenting cells, directing robust immune responses against defined tumor and viral antigens. Its lead therapeutic vaccine candidate, PDS‐0101, is designed to treat HPV16‐positive cancers and is being evaluated both as a monotherapy and in combination with checkpoint inhibitors in ongoing Phase 1/2 clinical trials.

Beyond its HPV‐focused program, PDS Biotechnology is advancing a diversified pipeline of immunotherapies incorporating its Amplivant platform.