PDS Biotechnology (PDSB) Proxy Filing summary

Voting matters and shareholder proposals

• Proposal 2 seeks approval to amend the 2014 Equity Incentive Plan, focusing on increasing shares available for equity awards and analyzing dilution impact.

• Approval of Proposal 2 requires a majority of shares entitled to vote; abstentions count as votes against, while broker non-votes have no effect.

Executive compensation and say-on-pay

• The amendment addresses the use of equity as compensation, considering both historical and projected annual burn rates and total equity overhang.

• Overhang, a measure of potential dilution, is recalculated to reflect updated share numbers and the impact of the proposed share increase.

Shareholder rights and capital structure

• As of the record date, 5,373,063 shares were underlying outstanding equity awards, with 2,800,020 shares available for future awards and 45,672,851 shares outstanding.

• Overhang under the Restated Plan was 15%, rising to 20% if the proposed additional shares are authorized.