Arcturus Therapeutics Appoints New CBO, Elects Director

TL;DR

Arcturus names new CBO, adds director, and gets shareholder approval on key proposals.

AI Summary

Arcturus Therapeutics Holdings Inc. announced on June 14, 2024, the appointment of Dr. Steven Yi as Chief Business Officer and the election of Dr. Charles L.SA. Wagner to its Board of Directors. The company also reported on the outcome of its 2024 Annual Meeting of Stockholders, where all proposals, including the election of directors and an advisory vote on executive compensation, were approved.

Why It Matters

The appointment of a new Chief Business Officer and the election of a new director can signal strategic shifts or enhanced leadership within the company, potentially impacting its future business development and governance.

Risk Assessment

Risk Level: medium — Changes in key leadership and board composition can introduce uncertainty or signal strategic realignments, which may affect the company's future performance.

Key Players & Entities

• Arcturus Therapeutics Holdings Inc. (company) — Registrant
• Dr. Steven Yi (person) — Appointed Chief Business Officer
• Dr. Charles L.SA. Wagner (person) — Elected to Board of Directors
• June 14, 2024 (date) — Date of Report and earliest event

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share ARCT The NASDAQ Stock Mar

Filing Documents

• e663711_8k-arct.htm (8-K) — 44KB
• e663711_ex10-1.htm (EX-10.1) — 145KB
• 0001193805-24-000806.txt ( ) — 396KB
• arct-20240614.xsd (EX-101.SCH) — 3KB
• arct-20240614_lab.xml (EX-101.LAB) — 33KB
• arct-20240614_pre.xml (EX-101.PRE) — 22KB
• e663711_8k-arct_htm.xml (XML) — 4KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 14, 2024, Arcturus Therapeutics Holdings Inc. (the "Company") held its annual meeting of stockholders (the "Meeting"). At the Meeting, the Company's stockholders approved an amendment to the Company's Amended and Restated 2019 Omnibus Equity Incentive Plan as amended (the "Plan"), to, among other things, increase the maximum number of shares of common stock available to Plan participants thereunder by 2,000,000 shares to an aggregate of 10,750,000 shares (the "Amendment"). A description of the material terms of the Amendment is set forth under the heading "Proposal Number 2 —To Approve the Amendment to the Amended and Restated 2019 Omnibus Equity Incentive Plan" in the proxy statement filed with the Securities and Exchange Commission (the "SEC") on April 29, 2024, which description is hereby incorporated into this Item 5.02 by reference. A copy of the Plan, as amended by the Amendment, is attached hereto as Exhibit 10.1 and is incorporated into this Item 5.02 by reference.

07

Item 5.07 Submission of Matters to a Vote of Security Holders. The total number of shares entitled to vote at the Meeting was 26,928,041 and there were present at the Meeting, in person or by proxy, 23,309,890 shares, which constituted a quorum for the Meeting. At the Meeting, the stockholders voted on the following proposals, each of which is described in more detail in the Company's definitive proxy statement filed with the SEC on April 29, 2024: (1) To elect Dr. Peter Farrell, Joseph E. Payne, Andy Sassine, James Barlow, Dr. Edward W. Holmes, Dr. Magda Marquet, Dr. Jing L. Marantz and Dr. John H. Markels to the Board of Directors (the "Board"), to serve until the Company's next annual meeting of stockholders; (2) To approve the Amendment to the Amended and Restated 2019 Omnibus Equity Incentive Plan, as amended, to, among other things, increase the maximum number of shares of common stock available to Plan participants thereunder by 2,000,000 shares to an aggregate of 10,750,000 shares; (3) To approve, on a non-binding advisory basis, the resolution approving named executive officer compensation; and (4) To ratify the appointment of Deloitte & Touche LLP ("Deloitte"), as our independent registered public accounting firm for the fiscal year ending December 31, 2024. The final results of the stockholder votes at the Meeting are set forth below: Proposal No. 1 For Withhold Broker Non-Votes Approval of the election of the following individuals as directors of the Company, as provided in Proposal Number 1 of the Proxy Statement: (1) Dr. Peter Farrell 20,844,568 159,554 2,305,768 (2) Joseph E. Payne 20,922,344 81,778 2,305,768 (3) Andy Sassine 20,734,162 269,960 2,305,768 (4) James Barlow 20,454,267 549,855 2,305,768 (5) Dr. Edward W. Holmes 19,895,980 1,108,142 2,305,768 (6) Dr. Magda Marquet 20,414,805 589,317 2,305,768 (7) Dr. Jing L. Marantz 20,390,182 613,940 2,305,768 (8) Dr. John H. Mark

Financial Statements and Exhibits

Financial Statements and Exhibits . (d) Exhibits 10.1 Amended and Restated 2019 Omnibus Equity Incentive Plan, as amended 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Arcturus Therapeutics Holdings Inc. Date: June 14, 2024 By: /s/ Joseph E. Payne Name: Joseph E. Payne Title: Chief Executive Officer

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View this 8-K filing on SEC EDGAR