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

Northwest Biotherapeutics, Inc. (the "Company") held an annual meeting of stockholders on December 30, 2022 (the "Annual Meeting"), at which a quorum was present. The number of shares represented and voting in person or by proxy at the Annual Meeting was 841,223,911, representing 78.1% of the total combined voting power of all outstanding common and preferred stock on the record date for the Annual Meeting.

At the Annual Meeting, the stockholders voted on six matters: (1) the re-election of Ms. Linda F. Powers and Dr. Navid Malik as Class III members of the Board of Directors for a three-year term, (2) ratification of the appointment of Cherry Bekaert LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022, (3) ratification of the same option awards that were made in 2020 to the Company's named executive officers and for which the stockholders already voted in favor in an advisory vote at the Company's 2021 annual meeting of stockholders, (4) approval, on an advisory basis, of the Company's 2021 executive compensation, (5) approval of previously reported 2020 option awards to the Company's independent directors of the Board of Directors and (6) approval of an amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of common stock, par value $0.001 per share (the "Common Stock"), by 500,000,000 from 1,200,000,000 to 1,700,000,000 (the "Common Stock Increase Amendment").

As of the close of business on October 31, 2022, the record date for the Annual Meeting, there were 1,052,853,970 shares of Common Stock and 972,700 shares of Preferred Stock, par value $0.001 (the "Preferred Stock"), entitled to vote at the Annual Meeting. Each share of Common Stock entitled the record holder to one vote on each matter to be voted upon at the Annual Meeting. Each share of Preferred Stock entitled the record holder to 25 votes on each matter to be voted upon at the Annual Meeting.

For Proposals No. 1 through No. 5, the percentages in parentheses below are the percentages of the votes cast for each matter. For Proposal No. 6, the percentages in parentheses below are the percentages of the votes cast and the percentages of the total outstanding shares eligible to vote on the record date.

Proposal No. 1. Election of Directors.

The common and preferred stockholders, voting as a single class, approved the re-election of Ms. Linda F. Powers and Dr. Navid Malik for a new three-year term as Class III members of the Board of Directors. The votes for Ms. Powers and Dr. Malik were as follows:



                                                   Broker
                          For        Withheld     Non-Votes
Ms. Linda F. Powers   674,562,624   19,451,736   147,209,551
                        (97.2%)       (2.8%)        (N/A)
Dr. Navid Malik       676,764,972   17,249,388   147,209,551
                        (97.5%)       (2.5%)        (N/A)

Proposal No. 2. Ratification of Appointment of Registered Public Accounting Firm.

The common and preferred stockholders, voting as a single class, ratified the appointment of Cherry Bekaert LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022. The votes for appointment of Cherry Bekaert were as follows:



                                                                            Broker
                                         For        Against    Abstained   Non-Votes

Ratification of Cherry Bekaert LLP 829,094,918 9,951,520 2,177,473 0


                                       (98.8%)      (1.2%)       (N/A)

Proposal No. 3. Ratification Of The Same Option Awards That Were Made In 2020 To The Company's Named Executive Officers And For Which The Stockholders Already Voted In Favor In An Advisory Vote At The Company's 2021 Annual Meeting Of Stockholders.

The common and preferred stockholders, voting as a single class, ratified the same option awards that were made in 2020 to the Company's named executive officers and for which the stockholders already voted in favor in an advisory vote at the Company's 2021 annual meeting of stockholders. The votes for ratification were as follows:



                                                                            Broker
                              For           Against        Abstained       Non-Votes
Ratification of Named                                                     147,209,551
Executive Officer         613,009,482     68,146,624      12,858,254         (N/A)
Option Awards               (90.0%)         (10.0%)          (N/A)

Proposal No. 4. Advisory Vote on 2021 Executive Compensation.

The common and preferred stockholders, voting as a single class, approved the Company's 2021 executive compensation. The votes for approval were as follows:



                                                                            Broker
                              For           Against        Abstained       Non-Votes
Approval of 2021          625,747,069     55,153,546      13,113,745      147,209,551
Executive Compensation      (91.9%)         (8.1%)           (N/A)           (N/A)

Proposal No. 5. Approval Of Previously Reported 2020 Option Awards To The Company's Independent Directors Of The Board Of Directors.

The common and preferred stockholders, voting as a single class, approved the previously reported 2020 option awards to the Company's independent directors of the Board of Directors. The votes for approval were as follows:



                                                                            Broker
                              For           Against        Abstained       Non-Votes
Approval of 2020          619,934,754     65,686,803       8,392,803      147,209,551
Option Awards to the        (90.4%)         (9.6%)           (N/A)           (N/A)
Company's Independent
Directors

Proposal No. 6. Approval of Common Stock Increase Amendment.

The common stockholders, voting as a separate class, approved the Common Stock Increase Amendment to increase the number of authorized shares of Common Stock. The common and preferred stockholders, voting together as a single class, also approved the Common Stock Increase Amendment.

The votes for approval by the common stockholders, voting as a separate class, as a percentage of votes cast, and as a percentage of the total outstanding shares Common Stock as of the record date, were as follows:



                                                                          Broker
                                      For        Against     Abstained   Non-Votes

Common Stock Increase Amendment 777,766,055 37,214,287 4,132,144 0 Percent of votes cast

               (95.0%)       (4.5%)      (0.5%)

Percent of total Common Stock (73.8%) (3.5%) (0.4%)




The votes for approval by the common and preferred stockholders, voting together
as a single class, as a percentage of votes cast, and as a percentage of the
total outstanding shares of Common and Preferred Stock combined as of the record
date, were as follows:

                                                                            Broker
                              For           Against        Abstained       Non-Votes
Common Stock Increase
Amendment                 799,877,480     37,214,287       4,132,144           0
Percent of votes cast       (95.1%)         (4.4%)          (0.5%)
Percent of total
Common & Preferred
Stock                       (74.3%)         (3.5%)          (0.4%)

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