Cleveland BioLabs, Inc. (NASDAQ:CBLI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On April 21, 2017, the board of directors (the Board) of Cleveland
BioLabs, Inc. (the Company) appointed John Szydlo, previously the
Companys Finance Director, as Principal Financial Officer of the
Company.

Mr. Szydlo, age 32, joined the Company as a Finance Manager in May
2012 and was promoted to the position of Finance Director in April
2014. During his tenure, Mr. Szydlo was a key contributor to the
Companys financial reporting compliance, which included the
preparation of the Companys consolidated financial statements in
accordance with Generally Accepted Accounting Principles and
Securities and Exchange Commission requirements, oversaw corporate
tax preparation, and ensured compliance with the Federal
Acquisition Regulations for the Companys government contracts with
the Department of Defense (DoD). Mr. Szydlo also prepared financial
models and cost proposals to obtain growth capital, effect
restructuring efforts, and capture government contracts and grants
and, most recently, led the negotiation efforts for the Companys
active DoD awards. Mr. Szydlo worked directly with the Companys
executive management and operational leadership teams to develop
annual operating plans congruent with long-term strategic
objectives and oversaw general operational functions such as
treasury management, facilities management, and human resource
management. Prior to joining the Company, from 2008 through 2012,
Mr. Szydlo worked for the Northrop Grumman Corporation, a major DoD
contractor, where he served in various capacities such as financial
planning and analysis, government cost proposal preparation and bid
defense, and supply chain management. Mr. Szydlo received a Master
of Business Administration from the William E. Simon Graduate
School of Business Administration of the University of Rochester,
Beta Gamma Sigma, and a Bachelor of Arts degree in Economics, magna
cum laude, from the State University of New York at Fredonia.

Mr. Szydlo does not have any family relationship with any director,
executive officer or person nominated or chosen by the Company to
become a director or executive officer. There is no understanding
or arrangement between Mr. Szydlo and any other person to which Mr.
Szydlo was selected as an executive officer, other than his
engagement by the Company as an at-will employee. There are no
transactions in which Mr. Szydlo has an interest requiring
disclosure under Item 404(a) of Regulation S-K. In connection with
his appointment as principal financial officer, the Board approved
an annual base salary for Mr. Szydlo of $120,000 and confirmed that
he will be eligible to participate in the Companys previously
disclosed Annual Executive Bonus Plan. As of the date of the filing
of this Current Report on Form 8-K, the Company has not entered
into an employment agreement with Mr. Szydlo.

Mr. Szydlo is succeeding C. Neil Lyons, who previously served as
the Companys chief financial officer. In connection with Mr.
Szydlos appointment, Mr. Lyons and the Board had mutually agreed
that Mr. Lyons would cease serving as chief financial officer
during the remainder of the term of the previously disclosed
Separation and Consulting Agreement between Mr. Lyons and the
Company (the Consulting Agreement), which ends on April 30, 2017.
Mr. Lyons will continue serving as a consultant to the Company
until the end of the term of the Consulting Agreement.

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

The Company held its Annual Meeting of Stockholders on April 21,
2017 (the “2017 Annual Meeting”) in Buffalo, New York. The
results of matters submitted to a stockholder vote at the 2017
Annual Meeting are as follows:

Proposal 1: Election of Directors. Seven nominees were elected to
serve on the Company’s board of directors until the next annual
meeting of stockholders and until their successors are elected
and qualified with the votes set forth below:

Proposal 2: Ratification of Meaden Moore, Ltd. as the independent
registered public accounting firm for fiscal year ending December
31, 2017. The selection of Meaden Moore, Ltd. as the Company’s
independent registered public accounting firm for the fiscal year
ending December 31, 2017 was ratified with the votes set forth
below:

Proposal 3: Advisory vote to approve compensation of the named
executive officers. The resolution relating to the non-binding
stockholder advisory vote to approve the compensation of the
Company’s named executive officers, as described in the Company’s
Proxy Statement for the 2017 Annual Meeting (the “Proxy
Statement”), was approved with the votes set forth below:

Proposal 4: Approve an amendment to the Restated Certificate of
Incorporation to reduce the total number of authorized shares of
common stock from 160,000,000 shares to 25,000,000 shares and
reduce the total number of authorized shares of preferred stock
from 10,000,000 to 1,000,000. The resolution relating to the
amendment to the Restated Certificate of Incorporation to reduce
the total number of authorized shares of common stock from
160,000,000 shares to 25,000,000 shares and reduce the total number
of authorized shares of preferred stock from 10,000,000 to
1,000,000, as described in the Proxy Statement, was approved with
the votes set forth below:

Proposal 5: Advisory vote on the frequency of future advisory votes
on executive compensation. The Company’s stockholders approved, on
a non-binding, advisory basis, a resolution recommending that the
Company hold future advisory votes on executive compensation once
every three years, as described in the Proxy Statement, with the
votes set forth below:

Based on the results of Proposal 5 regarding the frequency of
future stockholder advisory votes on the Company’s compensation of
its named executive officers, the Company has decided to hold
future stockholder advisory votes on named executive officer
compensation every three years until the next advisory vote on the
frequency of such votes, which will occur no later than our annual
meeting of stockholders in 2023.