PDS Biotechnology (PDSB) Proxy Filing summary

Voting matters and shareholder proposals

• Proposal 2 seeks approval to amend the Third Amended and Restated 2014 Equity Incentive Plan, requiring a majority vote of shares entitled to vote; abstentions count as votes against, and broker non-votes have no effect.

• The amendment specifically revises the description of total equity overhang and historical/projected burn rate related to Proposal 2.

Executive compensation and say-on-pay

• Overhang, a measure of potential dilution from equity awards, was recalculated: as of the record date, overhang was 15%, rising to 20% if the proposed share increase is approved.

• The amendment details the number of shares underlying outstanding equity awards (5,373,063), shares available for future awards (2,800,020), and shares outstanding (45,672,851) as of the record date.

• The impact of using equity as compensation was analyzed in terms of dilution and burn rate for shareholders.

Shareholder rights and capital structure

• Shareholders are informed of their ability to change votes after submitting proxies, with instructions provided in the proxy statement.

• The amendment clarifies the calculation of overhang and its implications for dilution if additional shares are authorized.