UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.07. | Submission of Matters to a Vote of Security Holders |
Cellectar Biosciences, Inc. (the “Company”) held the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) at 10:00 a.m., local time, on June 13, 2025.
The proposals presented for stockholder approval at the Annual Meeting are described below:
Proposal No.1 – Election of Directors
Class II directors, James V. Caruso and Frederick W. Driscoll, were nominated and elected to serve three-year terms. The vote was as follows:
| Nominee | For | Withhold | Broker Non-Votes | |||
| James V. Caruso | 5,478,892 | 2,085,764 | 9,416,989 | |||
| Frederick W. Driscoll | 6,207,218 | 1,347,437 | 9,426,990 |
Proposal No. 2 – 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 Deloitte & Touche LLP to be the Company’s independent registered public accounting firm for fiscal year 2025. The stockholders ratified the appointment. The vote was as follows:
| For | Against | Abstain | ||
| 16,651,803 | 219,578 | 110,264 |
Proposal No. 3 – Approval of Reverse Stock Split
The Company requested approval of an amendment to its Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of common stock at a ratio between 1:10 and 1:30, if and when determined by the Board of Directors (the “Reverse Split Proposal”). The stockholders approved the proposal. The vote was as follows:
| For | Against | Abstain | ||
| 13,464,719 | 3,386,239 | 130,683 |
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 | |||
| 5,050,203 | 2,230,519 | 273,934 | 9,426,989 |
Proposal No. 5 – Adjournment of Annual Meeting
Because the Reverse Split Proposal was approved, the fifth proposal regarding adjournment of the Annual Meeting was rendered moot and was not presented.
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 13, 2025 | By: | /s/ Chad J. Kolean |
| Name: | Chad J. Kolean | |
| Title: | Chief Financial Officer | |