Inovio Pharmaceuticals (INO) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 20, 2025, in a virtual-only format, with eight directors up for election and several key proposals on the agenda.

• Company focuses on DNA medicines for HPV-related diseases, cancer, and infectious diseases, with a lead candidate (INO-3107) targeting Recurrent Respiratory Papillomatosis and a planned BLA submission in 2025.

• Stockholder engagement efforts led to increased transparency in executive compensation and governance disclosures.

Voting matters and shareholder proposals

• Proposals include: election of eight directors, ratification of Ernst & Young LLP as auditor, advisory vote on executive compensation, and approval of an amendment to the 2023 Omnibus Incentive Plan.

• Board recommends voting for all nominees and proposals.

• Stockholders of record as of March 24, 2025, are eligible to vote; both common and Series C Preferred Stockholders vote as a single class.

Board of directors and corporate governance

• Board consists of eight members, 75% of whom are independent, with diverse skills in public company governance, finance, and pharmaceuticals.

• All board committees (Audit, Compensation, Nomination & Corporate Governance) are fully independent.

• Annual board and committee self-evaluations, stock ownership guidelines, and a Code of Business Conduct and Ethics are in place.

• Board separates CEO and Chairman roles and expects directors to attend annual meetings.