Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

2016 Omnibus Share and Incentive Plan



On May 25, 2022, Arbutus Biopharma Corporation (the "Company") held its 2022
Annual General and Special Meeting of Shareholders (the "Meeting"). At the
Meeting, the Company's shareholders, upon the recommendation of the Company's
Board of Directors (the "Board"), approved an amendment (the "Plan Amendment")
to the Company's 2016 Omnibus Share and Incentive Plan, as supplemented and
amended (the "2016 Plan"), to (a) increase the aggregate number of common shares
authorized for issuance under the 2016 Plan by 3,500,000 common shares and (b)
increase the aggregate number of common shares that may be issued pursuant to
incentive stock options granted under the 2016 Plan by 3,500,000 common shares.
Summaries of the 2016 Plan and the Plan Amendment are set forth in the Company's
Management Proxy Circular and Proxy Statement for the Meeting filed with the
Securities and Exchange Commission on April 11, 2022 (the "Proxy
Statement/Circular"). Those summaries and the above descriptions of the 2016
Plan and Plan Amendment do not purport to be complete and are qualified in their
entirety by reference to the 2016 Plan and Plan Amendment, which are filed as
Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by
reference.


Item 5.07. Submission of Matters to a Vote of Security Holders.



At the Meeting, the shareholders voted and: (1) elected each of the Company's
nominees for director; (2) approved the Plan Amendment; (3) approved, by
non-binding advisory vote, the compensation of the Company's named executive
officers as disclosed in the Proxy Statement/Circular; and (4) ratified the
appointment of Ernst & Young LLP as the Company's independent registered public
accounting firm for the fiscal year ending December 31, 2022. Set forth below
are the final voting results for each of the proposals submitted to a vote of
the Company's shareholders at the Meeting.

Proposal 1. To elect the seven director nominees named in the Proxy Statement/Circular each to


                  serve until the 2023 Annual General Meeting of 

Shareholders or until his or her


                  qualified successor has been duly elected or appointed:


                               Votes           Votes          Broker
        Nominee                 For          Withheld       Non-Votes
Frank Torti, M.D.            75,658,972      1,784,067      34,256,440
William H. Collier           76,430,722      1,012,317      34,256,440
Daniel Burgess               73,183,218      4,259,821      34,256,440
Richard C. Henriques         75,702,042      1,740,997      34,256,440
Keith Manchester, M.D.       74,344,441      3,098,598      34,256,440
James Meyers                 75,937,599      1,505,440      34,256,440
Tram Tran, M.D.              76,419,304      1,023,735      34,256,440




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Proposal 2. To approve an amendment to the 2016 Plan to (a) increase the aggregate number


                   of common shares authorized for issuance thereunder by 

3,500,000 common shares


                   and (b) increase the aggregate number of common shares 

that may be issued


                   pursuant to incentive stock options granted thereunder by 3,500,000 common
                   shares:


   Votes                                Votes          Broker
    For           Votes Against       Abstained      Non-Votes
 73,116,130         3,984,064          342,845       34,256,440



Proposal 3. To approve, by non-binding advisory vote, the compensation of the Company's named


                  executive officers as disclosed in the Proxy

Statement/Circular:




   Votes                                Votes          Broker
    For           Votes Against       Abstained      Non-Votes
 71,034,911         5,946,818          461,310       34,256,440



Proposal 4. To ratify the appointment of Ernst & Young LLP as the Company's independent


                  registered public accounting firm for the fiscal year 

ending December 31, 2022:




    Votes                                 Votes         Broker
     For            Votes Against       Abstained      Non-Votes
 110,226,270          1,104,557          368,652           -

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



Exhibit Number               Description
                               Arbutus Biopharma Corporation 2016 Omnibus Share and Incentive Plan, as
10.1                         supplemented and amended
104                          Cover page interactive data file (formatted as inline XBRL).



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