Inovio Pharmaceuticals (INO) Proxy filing summary

Executive summary

• Virtual annual meeting scheduled for May 20, 2026, with online participation and voting options for shareholders.

• Focus on advancing INO-3107 for recurrent respiratory papillomatosis (RRP), with FDA BLA submission accepted and PDUFA target date set for October 30, 2026.

• Strategic collaborations and pipeline development continue, including partnerships for glioblastoma and next-generation DNA medicine technologies.

• Annual report for fiscal year 2025 distributed alongside proxy materials.

Voting matters and shareholder proposals

• Election of eight directors to serve until the 2027 annual meeting.

• Ratification of Ernst & Young LLP as independent auditor for fiscal year ending December 31, 2026.

• Advisory vote on executive compensation (say-on-pay).

• Approval of amendment and restatement of the 2023 Omnibus Incentive Plan, increasing authorized shares by 8,000,000.

• Board recommends voting “for” all nominees and proposals.

Board of directors and corporate governance

• Board consists of eight members, 75% independent, with an average tenure of nine years and four female nominees.

• All board committees (audit, compensation, nominating/governance) are fully independent.

• Annual board and committee self-evaluations and active stockholder engagement program.

• Corporate governance guidelines emphasize diversity, director independence, and stock ownership requirements.

• Code of Business Conduct and Ethics applies to all directors, officers, and employees.