Cellectar Biosciences Files 8-K on Governance and Compensation

TL;DR

Cellectar Biosciences filed an 8-K detailing director elections, officer appointments, and compensation plans.

AI Summary

Cellectar Biosciences, Inc. filed an 8-K on June 14, 2024, reporting on the election of directors, appointment of officers, and compensatory arrangements. The filing also includes information on matters submitted to a vote of security holders and financial statements. The company, incorporated in Delaware, is in the pharmaceutical preparations industry.

Why It Matters

This 8-K filing provides crucial updates on Cellectar Biosciences' corporate governance, including director elections and executive compensation, which can impact investor confidence and strategic direction.

Risk Assessment

Risk Level: low — This filing is routine corporate disclosure and does not indicate any immediate financial distress or significant operational changes.

Key Players & Entities

• Cellectar Biosciences, Inc. (company) — Registrant
• June 14, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 1-36598 (filing_id) — SEC File Number

FAQ

Key Financial Figures

• $0.00001 — ch registered Common Stock, par value $0.00001 per share CLRB The Nasdaq Capital M

Filing Documents

• tm2417372d1_8k.htm (8-K) — 38KB
• tm2417372d1_ex10-1.htm (EX-10.1) — 73KB
• 0001104659-24-071822.txt ( ) — 299KB
• clrb-20240614.xsd (EX-101.SCH) — 3KB
• clrb-20240614_lab.xml (EX-101.LAB) — 33KB
• clrb-20240614_pre.xml (EX-101.PRE) — 22KB
• tm2417372d1_8k_htm.xml (XML) — 3KB

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As described in Item 5.07 below, on June 14, 2024, at the 2024 Annual Meeting of Stockholders (the "Meeting") of Cellectar Biosciences, Inc. (the "Company"), the Company's stockholders approved an amendment (the "Plan Amendment") to the Company's 2021 Stock Incentive Plan (the "Plan") in order to increase the number of shares reserved for issuance under the Plan by 7,000,000 shares. Appendix A to the Company's definitive proxy statement, filed with the Securities and Exchange Commission on April 26, 2024, presents the Plan, as amended, and with marked changes reflecting the impact of the 2024 Amendment, which is presented in Proposal No. 2 of the proxy statement. A copy of the Plan, as amended, is filed as Exhibit 10.1 to this Current Report and is incorporated by reference in this Item 5.02.

07

Item 5.07. Submission of Matters to a Vote of Security Holders The Company convened the Meeting at 10:00 a.m., local time, on June 14, 2024. Four proposals were presented for stockholder approval at the Meeting: Proposal No.1 – Election of Directors Class I directors, Asher Chanan-Khan, M.B.B.S., M.D. and John Neis, were nominated and elected to serve three-year terms. The vote was as follows: Nominee For Against Abstain Broker Non-Votes Asher Chanan-Khan, M.B.B.S., M.D. 15,427,511 164,733 47,081 10,395,668 John Neis 14,867,723 725,688 45,914 10,395,668 Proposal No. 2 – Approval of an Increase in Shares Available under the 2021 Stock Incentive Plan by 7,000,000 Shares The Company requested approval of an increase in the number of shares of common stock available for issuance under the 2021 Stock Incentive Plan of 7,000,000 shares. The stockholders approved the increase . The vote was as follows: For Against Abstain Broker Non-Votes 14,514,048 1,062,401 63,186 10,395,668 Proposal No. 3 – Ratification of Appointment of Independent Registered Public Accounting Firm The Company requested ratification of the appointment by the Audit Committee of the Board of Directors of Baker Tilly US, LLP to be the Company's independent registered public accounting firm for fiscal year 2024. The stockholders ratified the appointment. The vote was as follows: For Against Abstain 25,763,034 183,060 89,209 Proposal No. 4 – Approval of Executive Compensation The Company requested approval, on a non-binding advisory basis, of the compensation of the Company's named executive officers. The stockholders approved the compensation of the named executive officers. The vote was as follows: For Against Abstain Broker Non-Votes 15,128,525 435,912 75,198 10,395,668

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits Number Title 10.1 Cellectar Biosciences, Inc. 2021 Stock Incentive Plan, as Amended 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

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. CELLECTAR BIOSCIENCES, INC. Date: June 14, 2024 By: /s/ Chad J. Kolean Name: Chad J. Kolean Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR