IOVANCE BIOTHERAPEUTICS, INC.
For the period ended Jun 10, 2026. Filed Apr 28, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 10, 2026 · Filed Apr 28, 2026
Contents
APPENDIX B
CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION, AS AMENDED, OF
Iovance Biotherapeutics, Inc., a corporation duly organized and validly existing under and by virtue of the General Corporation Law of the State of Delaware (the “Company”), does hereby certify as follows:
FIRST: The Certificate of Incorporation of the Company is hereby amended by deleting the first sentence of Article IV thereof in its entirety and inserting the following in lieu thereof:
“The total number of shares of all classes of stock which the Corporation shall have authority to issue is Seven Hundred Million (700,000,000), consisting of (a) Six Hundred Fifty Million (650,000,000) shares of Common Stock, $0.000041666 par value per share (“Common Stock”), and (b) Fifty Million (50,000,000) shares of Preferred Stock, $0.001 par value per share (“Preferred Stock”).”
**SECOND:**Except as explicitly amended by the foregoing amendment, the language of Article IV of the Certificate of Incorporation shall remain unchanged.
THIRD: All other provisions of the Certificate of Incorporation shall remain in full force and effect.
FOURTH: The foregoing amendment was duly adopted in accordance with the provisions of Section 242(b) of the General Corporation Law of the State of Delaware.
FIFTH: That this Certificate of Amendment to the Certificate of Incorporation shall be effective upon filing.
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Amendment on this [] day of [], 2026.
By: ________________________________________________________
Name: Frederick G. Vogt, Ph.D., J.D.
Title: Interim Chief Executive Officer and President, and General Counsel
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V94736-P47264 ! ! ! 01) Iain Dukes, D. Phil. 02) Athena Countouriotis, M.D. 03) Ryan Maynard 04) Wayne P. Rothbaum 05) Frederick G. Vogt, Ph.D., J.D. 06) Michael Weiser, M.D., Ph.D. For All Withhold All For All Except For Against Abstain For Against Abstain To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. IOVANCE BIOTHERAPEUTICS, INC. 825 INDUSTRIAL ROAD, SUITE 100 SAN CARLOS, CALIFORNIA 94070 Nominees: 2. To approve, by non-binding advisory vote, the compensation of our named executive officers; 3. To approve, by non-binding advisory vote, the frequency of our future votes on the compensation of our named executive officers; 4. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026; 5. To approve an amendment to our 2020 Employee Stock Purchase Plan to increase the number of shares of the Company’s common stock authorized for issuance thereunder by 1,000,000 shares; 6. To approve an amendment to our Certificate of Incorporation, as amended, to increase the number of authorized shares of the Company's common stock from 500,000,000 shares to 650,000,000 shares; and 7. To approve an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve Proposal 6. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. IOVANCE BIOTHERAPEUTICS, INC. The Board of Directors recommends you vote FOR the following: 1. To elect six directors named in the proxy statement accompanying this notice to serve until the 2027 Annual Meeting of Stockholders; The Board of Directors recommends you vote FOR the following proposal: The Board of Directors recommends you vote FOR the following proposals: The Board of Directors recommends you vote 1 YEAR on the following proposal: NOTE: Such other business as may properly come before the meeting or at any adjournment or postponement thereof. 1 Year 2 Years 3 Years Abstain ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on June 9, 2026. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/IOVA2026 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on June 9, 2026. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. SCAN TO VIEW MATERIALS & VOTEw
V94737-P47264 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. IOVANCE BIOTHERAPEUTICS, INC. ANNUAL MEETING OF STOCKHOLDERS June 10, 2026 at 11:00 a.m. Eastern Time THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The stockholder(s) hereby appoint(s) Fred Vogt and Corleen Roche, or either of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of IOVANCE BIOTHERAPEUTICS, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 11:00 a.m. Eastern Time, on Wednesday, June 10, 2026, virtually at www.virtualshareholdermeeting.com/IOVA2026, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. The above named proxies are authorized to vote in their discretion upon such other business as may properly come before the meeting or at any adjournment or postponement thereof. Continued and to be signed on reverse side
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