Northwest Biotherapeutics Inc.

01/02/2026 | Press release | Distributed by Public on 01/02/2026 16:15

Proxy Results (Form 8-K)

Item 5.07. Submission of Matters to a Vote of Security Holders.

Northwest Biotherapeutics, Inc. (the "Company") held an annual meeting of stockholders on December 29, 2025 (the "Annual Meeting"), at which a quorum was present. The number of shares represented and voting in person or by proxy at the Annual Meeting was 1,192,487,345, representing 77.4% of the total combined voting power of all outstanding voting shares on the record date for the Annual Meeting.

At the Annual Meeting, the stockholders voted on four matters: (1) the election of Mr. Pat Sarma as a Class II member of the Board of Directors for a term of three years; (2) ratification of the appointment of Cherry Bekaert LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025; (3) approval of an amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of common stock, par value $0.001 per share (the "Common Stock"), from 1,700,000,000 to 2,600,000,000 (the "Common Stock Increase Amendment") and (4) to approve, on an advisory basis, the Company's executive compensation.

Each share of Common Stock entitled the record holder to one vote on each matter to be voted upon at the Annual Meeting. Each share of Preferred Stock entitled the record holder to 25 votes on each matter to be voted upon at the Annual Meeting.

Proposal No. 1. Election of Directors.

The common and preferred stockholders, voting as a single class, approved the election of Mr. Pat Sarma for a new three-year term as Class II member of the Board of Directors. The votes regarding Mr. Pat Sarma were as follows:

For Against Withheld Broker Non-Votes
739,207,750 0 172,286,240 280,993,355
(81.1%) N/A (18.9%) N/A

Proposal No. 2. Ratification of Appointment of Registered Public Accounting Firm.

The common and preferred stockholders, voting as a single class, ratified the appointment of Cherry Bekaert LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025. The votes regarding appointment of Cherry Bekaert were as follows:

For Against Abstained Broker Non-Votes
1,143,100,380 38,271,749 11,115,216 0
(93.76%) (3.24%) N/A N/A

Proposal No. 3. Approval of Common Stock Increase Amendment.

The common and preferred stockholders, voting together as a single class, approved the Common Stock Increase Amendment to increase the number of authorized shares of Common Stock as follows:

For Against Abstained Broker Non-Votes
1,056,740,073 122,050,303 13,696,969 280,993,355
(89.65%) (10.35%) N/A N/A

Proposal No. 4. Advisory Vote on Executive Compensation.

The common and preferred stockholders, voting as a single class, approved the Company's executive compensation. The votes regarding approval were as follows:

For Against Abstained Broker Non-Votes
667,767,433 196,915,765 46,810,792 280,993,355
(77.23%) (22.77%) N/A N/A
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