Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Adoption of the iBio, Inc. 2018 Omnibus Equity Incentive
Plan and an Amendment to the iBio, Inc. 2008 Amended and Restated Omnibus Equity Incentive Plan
As described under Item 5.07, at the Annual Meeting of Stockholders
of iBio, Inc. (the “Company”) held on December 18, 2018 (the “Annual Meeting”), the stockholders of the
Company, upon recommendation of the Board of Directors, approved the iBio, Inc. 2018 Omnibus Equity Incentive Plan (the “2018
Plan”). The 2018 Plan had been approved by the Board of Directors, subject to stockholder approval of the 2018 Plan. The
2018 Plan is described in greater detail in the Company's proxy statement for the 2018 Annual Meeting of Stockholders, filed with
the Securities and Exchange Commission on November 19, 2018 (the “Definitive Proxy Statement”), under the caption “Proposal
4 — Approval of 2018 Omnibus Equity Incentive Plan”, which disclosure is incorporated herein by reference.
The description of the 2018 Plan contained in the Definitive Proxy Statement is qualified in its entirety by reference to the full
text of the 2018 Plan, which is attached as Appendix A thereto and is incorporated herein by reference.
In addition, as described under Item 5.07, the stockholders
of the Company, upon recommendation of the Board of Directors, also approved an amendment to the Company’s Amended and Restated
2008 Omnibus Equity Incentive Plan (the “Amendment”) to permit a one-time option exchange. The Amendment had been approved
by the Board of Directors, subject to stockholder approval of the Amendment. The Amendment is described in greater detail in the
Definitive Proxy Statement, under the caption “Proposal 5 — Approval of Amendment to Our 2008 Omnibus
Equity Incentive Plan, as Amended, to Permit A One-Time Option Exchange”, which disclosure is incorporated herein by reference.
The description of the Amendment and the Company’s Amended and Restated 2008 Omnibus Equity Incentive Plan (the “2008
Omnibus Equity Incentive Plan”), contained in the Definitive Proxy Statement is qualified in its entirety by reference to
the full text of the Amendment and the Company’s 2008 Omnibus Equity Incentive Plan, which are attached as Appendix B to
the Definitive Proxy Statement and incorporated herein by reference.
Item 5.07
Submission of Matters to a Vote of Security Holders.
On December 18, 2018, the Company held
its 2018 Annual Meeting of Stockholders. A total of 18,686,792 shares of the Company’s common stock were entitled to vote
as of November 16, 2018, the record date for the Annual Meeting. There were 16,046,152 shares present in person or by proxy at
the Annual Meeting.
As described in the Definitive Proxy Statement,
at the Annual Meeting the stockholders were asked to vote on five matters: (1) the election of three directors each to serve as
Class I directors for a three year term expiring at the 2021 annual meeting of stockholders or until successors have been duly
elected and qualified; (2) ratification of the appointment of CohnReznick LLP as the Company’s independent registered public
accounting firm for the fiscal year ending June 30, 2019; (3) approval of an advisory vote on executive compensation (“say-on-pay”);
(4) approval of the Company’s 2018 Omnibus Equity Incentive Plan; and (5) approval of an amendment to the Company’s
2008 Omnibus Equity Incentive Plan to permit a one-time option exchange. The proposals are described in detail in the Definitive
Proxy Statement.
The final voting results of the Annual
Meeting are set forth below.
Proposal 1 - Election of Directors - The
Company’s stockholders elected Robert B. Kay, General James T. Hill, and Arthur Y. Elliott, Ph.D. to serve as Class I directors
of the Company for a three-year term expiring in 2021. The voting results for each of these individuals were as follows:
Director
|
Votes For
|
Votes Withheld
|
Broker Non-Votes
|
Robert B. Kay
|
9,163,714
|
922,533
|
5,959,905
|
General James T. Hill
|
9,158,985
|
927,262
|
5,959,905
|
Arthur Y. Elliott, Ph.D.
|
9,185,970
|
900,277
|
5,959,905
|
Proposal 2 - Ratification of the selection
of the Company’s independent registered public accounting firm - The Company’s stockholders ratified the selection
of CohnReznick LLP as the Company’s independent registered public accounting firm for the current fiscal year ending June
30, 2019. The voting results were 13,615,163 shares “FOR,” 2,156,914 shares “AGAINST,” and 224,075 abstentions.
Proposal 3 – “Say on pay”
proposal - The Company’s stockholders approved, on an advisory basis, the compensation of its named executive officers. The
voting results were 9,008,356 shares “FOR,” 965,936 shares “AGAINST,” 111,955 abstentions and 5,959,905
broker non-votes.
Proposal 4 – Approval of the Company’s
2018 Omnibus Equity Incentive Plan - The Company’s stockholders approved the Company’s 2018 Omnibus Equity Incentive
Plan. The voting results were 8,905,829 shares “FOR,” 1,107,845 shares “AGAINST,” 72,573 abstentions and
5,959,905 broker non-votes.
Proposal 5 – Amendment to the Company’s
2008 Omnibus Equity Incentive Plan - The proposal to amend the Company’s 2008 Omnibus Equity Incentive Plan to permit a
one-time option exchange was approved. The voting results were 8,879,419 shares “FOR,” 1,025,884 shares “AGAINST,”
180,944 abstentions and 5,959,905 broker non-votes.