Biotech Values

[DewDiligence]

ADXS shareholders send message on excessive compensation:

https://www.sec.gov/Archives/edgar/data/1100397/000149315217003663/form8-k.htm

ADXS elects all directors annually (rather than electing 1/3 of the directors each year to a 3-year term, as many companies do). In this year’s election, which took place on 4/5/17, there were 6M+ votes against four independent directors—Sidransky, Patton, Khleif, and McKearn—resulting in a mere 2-1 approval margin. These four directors are precisely the members of the BoD’s Compensation Committee (https://www.sec.gov/Archives/edgar/data/1100397/000149315217001334/def14a.htm#a_010 [scan up to page 41]).

The other four directors, including CEO Dan O’Connor, received a normal number of rejections and were approved by roughly a 40-1 margin.

Given the 6M+ votes against the four directors named above, this was clearly a concerted effort by more than one major shareholder to send a message that the compensation of the executive officers is overly generous.

Moreover, an advisory shareholder vote on the new incentive-compensation package for management passed by only a 5-4 margin (excluding broker non-votes).