United StatesUNITED STATES

Securities and Exchange CommissionSECURITIES AND EXCHANGE COMMISSION

Washington, DC 90549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant       [X]

Filed by a Party other than the Registrant         [  ]

Check the appropriate box:

ADVAXIS, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Advaxis, Inc.
305 College Road East
Princeton, New Jersey 08540

Dear Stockholder:

You are cordially invited to our 20172018 Annual Meeting of Stockholders, to be held at 10:00 a.m. Eastern time, on April 5, 2017,March 21, 2018, at the offices of our legal counsel, Alston & Bird LLP, located at 90 Park Avenue, New York, New York 10016. At the meeting, the stockholders will be asked to (i) elect eightfive directors for a term of one year, (ii) approve an amendment to our 2015 IncentiveAmended and Restated Certificate of Incorporation to increase our authorized share capital by 30,000,000 shares of common stock, (iii) approve our 2018 Employee Stock Purchase Plan, (iii) ratify 2015 stock option grants to certain directors and officers, and (iv) ratify the appointment of Marcum LLP as our independent registered public accounting firm for the year ending October 31, 2017.2018. You will also have the opportunity to ask questions and make comments at the meeting.

In accordance with the rules and regulations of the Securities and Exchange Commission, we are furnishing our proxy statement and annual report to stockholders for the year ended October 31, 20162017 on the Internet. You may have already received our “Important Notice Regarding the Availability of Proxy Materials,” which was mailed on or about February 10, 2017.9, 2018. That notice described how you can obtain our proxy statement and annual report. You can also receive paper copies of our proxy statement and annual report upon request.

It is important that your stock be represented at the meeting regardless of the number of shares you hold. You are encouraged to specify your voting preferences by marking our proxy card and returning it as directed. If you do attend the meeting and wish to vote in person, you may revoke your proxy at the meeting.

If you have any questions about the proxy statement or the accompanying 20162017 Annual Report, please contact Sara M. Bonstein, our Chief Financial Officer and Corporate Secretary at (609) 250-7510.

We look forward to seeing you at the 20172018 Annual Meeting.

Sincerely,

February 10, 2017

9, 2018
Princeton, New Jersey

Advaxis, Inc.
305 College Road East
Princeton, New Jersey 08540

NOTICE OF 20172018 ANNUAL MEETING OF STOCKHOLDERS

Notice is hereby given that the 20172018 Annual Meeting of Stockholders of Advaxis, Inc. will be held at the offices of Alston & Bird LLP, our legal counsel, located at 90 Park Avenue, New York, New York 10016, on April 5, 2017,March 21, 2018, at 10:00 a.m., Eastern time,Time, to consider and act upon the following:

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice. Our proxy statement and annual report to stockholders for the year ended October 31, 20162017 can also be viewed online by following the instructions listed on our proxy card.

Instructions on how to vote your shares via the Internet are contained on the “Important Notice Regarding the Availability of Proxy Materials,” which was mailed on or about February 10, 2017.9, 2018. Instructions on how to obtain a paper copy of our proxy statement and annual report to stockholders for the year ended October 31, 20162017 are listed on the “Important Notice Regarding the Availability of Proxy Materials.” These materials can also be viewed online by following the instructions listed on the “Important Notice Regarding the Availability of Proxy Materials.”

If you choose to receive a paper copy of our proxy statement and annual report, you may vote your shares by completing and returning the proxy card that will be enclosed.

Holders of record of the Company’s common stock at the close of business on February 6, 2017January 19, 2018 are entitled to receive notice of, and to vote at, the Annual Meeting. The date of mailing of this Notice of our 20172018 Annual Meeting of Stockholders and the accompanying Proxy Statement and materials is on or about February 10, 2017.9, 2018.

All stockholders are cordially invited to attend the Annual Meeting.

February 10, 2017

9, 2018
Princeton, New Jersey

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 5, 2017.MARCH 21, 2018.

THE PROXY STATEMENT AND ANNUAL REPORT ON FORM 10-K FOR
THE FISCAL YEAR ENDED OCTOBER 31, 20162017 ARE AVAILABLE AT HTTP://IR.ADVAXIS.COM/ALL-SEC-FILINGSFINANCIAL - INFORMATION/SEC - FILINGS

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING AND IN
ORDER TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL
MEETING, PLEASE SIGN AND RETURN THE ENCLOSED PROXY CARD
AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE.

ADVAXIS, INC.

TABLE OF CONTENTS

Advaxis, Inc.
305 College Road East
Princeton, New Jersey 08540

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 5, 2017MARCH 21, 2018

This proxy statement is being made available via Internet access, beginning on or about February 10, 2017,9, 2018, to the owners of shares of common stock of Advaxis, Inc. (the “Company,” “our,” “we,” or “Advaxis”) as of February 6, 2017,January 19, 2018, in connection with the solicitation of proxies by our Board of Directors for our 2017 Annual Meeting of Stockholders (the “Annual Meeting”). On or about February 10, 2017,9, 2018, we sent an “Important Notice Regarding the Availability of Proxy Materials” to our stockholders. If you received this notice by mail, you will not automatically receive by mail our proxy statement and annual report to stockholders for the year ended October 31, 2016.2017. If you would like to receive a printed copy of our proxy statement, annual report and proxy card, please follow the instructions for requesting such materials in the notice. Upon request, we will promptly mail you paper copies of such materials free of charge.

INFORMATION ABOUT THE ANNUAL MEETING

Why did I receive an “Important Notice Regarding the Availability of Proxy Materials”?

In accordance with Securities and Exchange Commission (“SEC”) rules, instead of mailing a printed copy of our proxy materials, we may send an “Important Notice Regarding the Availability of Proxy Materials” to stockholders. All stockholders will have the ability to access the proxy materials on a website referred to in the notice or to request a printed set of these materials at no charge. You will not receive a printed copy of the proxy materials unless you specifically request one from us. Instead, the notice instructs you as to how you may access and review all of the important information contained in the proxy materials via the Internet and submit your vote via the Internet.

When is the Annual Meeting?

The Annual Meeting will be held at 10:00 a.m., Eastern time,Time, on April 5, 2017.March 21, 2018.

Where will the Annual Meeting be held?

The Annual Meeting will be held at the offices of Alston & Bird LLP, our legal counsel, located at 90 Park Avenue, New York, New York 10016.

What items will be voted on at the Annual Meeting?

There are four matters scheduled for a vote:

As of the date of this proxy statement, we are not aware of any other matters that will be presented for consideration at the Annual Meeting.

What are the Board of Directors’ recommendations?

Our Board recommends that you vote:

INFORMATION ABOUT THE VOTING

Who is entitled to vote at the Annual Meeting?

Only stockholders of record at the close of business on February 6, 2017,January 19, 2018, which we refer to as the Record Date, are entitled to receive notice of the Annual Meeting and to vote the shares that they held on that date at the Annual Meeting, or any adjournment or postponement thereof. As of the close of business on the Record Date, we had 40,122,04341,542,691 shares of common stock outstanding. Each share of common stock entitles its holder to one vote at the Annual Meeting.

What isconstitutes a quorum at the quorum requirement?Annual Meeting?

A quorumIn accordance with Delaware law (the law under which we are incorporated) and our Amended and Restated Bylaws, the presence at the Annual Meeting, by proxy or in person, of stockholders is necessary to hold a valid meeting. Pursuant to our bylaws, a quorum will be present ifthe holders of at least one-third of the shares of our common stock outstanding on the record date constitutes a quorum, thereby permitting the stockholders to conduct business at the Annual Meeting. Abstentions, votes withheld, and broker non-votes will be included in the calculation of the number of shares entitled to vote are represented by stockholdersconsidered present at the Annual Meeting or by proxy. Onfor purposes of determining the Record Date, there were 40,122,043 shares outstanding and entitled to vote. Thus, 13,374,015 shares must be represented by stockholdersexistence of a quorum.

If a quorum is not present at the Annual Meeting, or by proxy to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank, custodian or other nominee) or if you vote in person at the Annual Meeting. Votes withheld from nominees for directors, abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, a majority in voting interest of the votesstockholders present in person or representedand by proxy at the Annual Meeting may adjourn the Annual Meetingmeeting to another date. If an adjournment is for more than 30 days or a new record date is fixed for the adjourned meeting by our Board of Directors, we will provide notice of the adjourned meeting to each stockholder of record entitled to vote at the adjourned meeting. At any adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the originally called meeting.

What is a proxy?

A proxy is a person you appoint to vote your shares of our common stock on your behalf. If you are unable to attend the Annual Meeting, our Board of Directors is seeking your appointment of a proxy so that your shares of our common stock may be voted. If you vote by proxy, you will be designating Daniel J. O’ConnorAnthony A. Lombardo or Sara M. Bonstein, as your proxies. Mr. O’ConnorLombardo or Ms. Bonstein may act on your behalf and have the authority to appoint a substitute to act as your proxy.

How do I vote?

Whether you hold shares directly as the stockholder of record or indirectly as the beneficial owner of shares held for you by a broker or other nominee (i.e., in “street name”), you may direct your vote without attending the Annual Meeting. You may vote by granting a proxy or, for shares you hold in street name, by submitting voting instructions to your broker or nominee. In most instances, you will be able to do this by internet, telephone or by mail. Please refer to the summary instructions below and those included on your proxy card or, for shares you hold in street name, the voting instruction card provided by your broker or nominee.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of common stock you own as of the Record Date.

Can I change my vote after I return my proxy card?

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of three ways:

If your shares are held by your broker, bank, custodian or other nominee, you should follow the instructions provided by such broker, bank, custodian or other nominee.

What if I sign and return my proxy but do not provide voting instructions?

Proxy cards or voting instruction cards that are signed, dated and returned but do not contain voting instructions will be voted:

How are votes counted?

Votes will be counted by the inspector of election appointed forBefore the Annual Meeting, whoour Board of Directors will separatelyappoint one or more inspectors of election for the meeting. The inspector(s) will determine the number of shares represented at the meeting, the existence of a quorum and the validity and effect of proxies. The inspector(s) will also receive, count, “FOR” votes, withheldand tabulate ballots and votes and determine the results of the voting on each matter that comes before the Annual Meeting. Broker non-votes occur when shares are held indirectly through a broker, non-votes,bank or other intermediary on behalf of a beneficial owner (referred to as held in “street name”) and with respect to proposals other than the election of directors, “AGAINST” votesbroker submits a proxy but does not vote for a matter because the broker has not received voting instructions from the beneficial owner and abstentions. Abstentions will be counted towards(i) the vote total for each proposal (other than for Proposal No. 1,broker does not have discretionary voting authority on the election of directors), and will havematter or (ii) the same effect as “AGAINST” votes.

Brokers who hold shares in street name have the discretionary authoritybroker chooses not to vote on certain “routine” items when they have not received instructions from their clients. For purposesa matter for which it has discretionary voting authority. Under the rules of ourthe New York Stock Exchange (the “NYSE”) which govern voting matters at the Annual Meeting, brokers may onlyare permitted to exercise discretionary voting authority with respectonly on “routine” matters when voting instructions have not been timely received from a beneficial owner.

Under NYSE rules the following matters are considered to Proposal No. 4 (thebe “routine” matters: (i) the ratification of the appointment of Marcum LLP as our independent registered public accounting firm for fiscal 2017). If the organizationyear ending October 31, 2018 and (ii) the approval of an amendment to our Amended and Restated Certificate of Incorporation to increase our authorized common stock by 30,000,000 shares. Brokers that holdshold your shares does not receivetherefore have discretionary authority to vote your shares without receiving instructions from you on howsuch matters.

What vote is required to elect our directors for a one-year term?

The affirmative vote yourof a plurality of the votes of the shares on the other matters being consideredpresent, in person or by proxy, at the Annual Meeting is required for the organizationelection of each of the nominees for director. “Plurality” means that holds yourthe nominees receiving the largest number of votes up to the number of directors to be elected at the Annual Meeting will be duly elected as directors. Votes withheld, and broker non-votes will not affect the outcome of director elections.

What vote is required to ratify Marcum LLP as our independent registered public accounting firm for the year ending October 31, 2018?

The affirmative vote of a majority of the shares present, in person or by proxy, and entitled to vote at the Annual Meeting is required to approve the ratification of Marcum LLP as our independent registered public accounting firm for the year ending October 31, 2018. Abstentions will inform us that it doeshave the same effect as a negative vote. However, broker non-votes, if any, as this is a “routine” matter under NYSE rules, will not have the authorityeffect of a vote against this proposal as they are not considered to be present and entitled to vote on this matter with respectand, therefore, have no effect on the result of this vote (see “How are Votes Counted?” above).

What vote is required to yourapprove an amendment to our Certificate of Incorporation to increase our authorized common stock by 30,000,000 shares?

The affirmative vote of a majority of our common stock outstanding is required to approve the amendment to our Certificate of Incorporation to increase our authorized common stock by 30,000,000 shares. ThisThe effect of an abstention or a broker non-vote, if any, as this is generally referreda “routine” matter under NYSE rules, is the same as that of a vote against the proposal (see “How are Votes Counted?” above).

What vote is required to approve our 2018 Employee Stock Purchase Plan?

The affirmative vote of a majority of the shares present, in person or by proxy, and entitled to vote at the Annual Meeting is required to approve our 2018 Employee Stock Purchase Plan.Abstentions will have the same effect as a “broker non-vote.” Broker non-votes will be considered as represented for purposes of determining a quorum, but will not otherwise affect voting results. We encourage you to provide voting instructions to the organization that holds your shares by carefully following the instructions provided in the Notice.negative vote.

How many votes are needed to approve each proposal?

How can I find out the results of the voting at the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Form 8-K filed with the SEC, within four business days after the Annual Meeting.

How do I obtain a list of the Company’s stockholders?

A list of our stockholders as of the Record Date will be available for inspection at our corporate headquarters located at 305 College Road East, Princeton, New Jersey 08540 during normal business hours during the 10-day period prior to the Annual Meeting.

Who is paying for this proxy solicitation?

We will pay the entire cost of preparing, assembling, printing, mailing, and distributing these proxy materials and soliciting votes. If you choose to vote over the internet, you are responsible for internet access charges you may incur. If you choose to vote by telephone, you are responsible for telephone charges you may incur. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic communication by our directors, officers and employees, who will not receive any additional compensation for such solicitation activities. Proxies also may be solicited by employees and our directors by mail, telephone, facsimile, e-mail or in person.

Additional Information

Whom should I contact if I have any questions?

If you have any questions about the Annual Meeting, these proxy materials or your ownership of our common stock, please contact Sara M. Bonstein, our Chief Financial Officer and Corporate Secretary, by mail at Advaxis, Inc., 305 College Road East, Princeton, New Jersey 08540, by telephone: (609) 250-7510 or by fax: (609) 452-9818.

PROPOSAL NO. 1
ELECTION OF DIRECTORS

Our By-laws provide that the number of directors is to be no less than one and no more than nine and shall be fixed by action of the directors. Currently, our Board of Directors consists of nineseven members. Governor Ridge and Dr. McKearn will not stand for reelection at our 2018 Annual Meeting of Stockholders. Governor Ridge has chosen to not stand for reelection so as to focus on his health and rehabilitation and Dr. McKearn is pursuing other opportunities. The Company would like to thank both Governor Ridge and Dr. McKearn for their service and contributions. We have proposed eightfive individuals for nomination to our Board. Each director will hold office until the next annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier resignation or removal. For information regarding the independence of our directors, see “Corporate Governance Matters — Director Independence” elsewhere in this proxy statement.

Unless otherwise instructed, the persons named in the proxy will vote to elect the eightfive nominees named below as directors. Although the Board does not contemplate that any of the nominees will be unavailable to serve as a director, should any unexpected vacancies occur, the enclosed proxy will be voted for such substituted nominees, if any, as may be designated by the Board. In no event will the proxy be voted for more than eightfive directors.

Information for Nominees for Director

The names of the nominees for election as directors at the Annual Meeting, each of whom is an incumbent director, and certain information about them, including their ages as of January 31, 20172018 is set forth below:

Biographical information for all nominated directors and current directors is provided in the Corporate Governance Matters section elsewhere in this proxy statement.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL NO. 1 RELATING TO ELECTING EACH OF THE EIGHTFIVE NOMINEES LISTED ABOVE.

PROPOSAL NO. 2

APPROVAL OF an amendment to our AMENDED AND RESTATED Certificate of Incorporation to INCREASE our authorized shareS OF COMMON STOCK by 30,000,000 shares from 65,000,000 to 95,000,000

Overview

APPROVAL OF AN AMENDMENT TO THE ADVAXIS, INC. 2015 INCENTIVE PLANOur Amended and Restated Certificate of Incorporation (the “Certificate”) currently authorize us to issue an aggregate of 65,000,000 shares of common stock, par value $0.001 per share, and 5,000,000 shares of “blank check” preferred stock, par value $0.001 per share.

The Advaxis, Inc. 2015 Incentive Plan (the “2015 Plan”) wasOur Board of Directors has approved, by our stockholders at the 2015 Annual Meetingand is seeking stockholder approval of, Stockholders. We are now asking stockholders to approve an amendment to the 2015 Plan. On February 3, 2017, the Board of Directors approved an amendment to the 2015 Planour Certificate (the “Amendment”) to increase the number of shares authorized under the Plan by 1,500,000, and to include a provision that provides for pre-defined annual increases in the number of shares availablecommon stock authorized for issuance under the plan, subject to stockholder approval at this Annual Meeting. As further described below, the annual increase in the number ofby 30,000,000 shares, available under the Plan will be equal to the lesser of: (i) 5% ofbringing the total number of authorized shares of Common Stock outstanding, (ii) 2,500,000, or (iii) a lessercommon stock to 95,000,000 shares. The text of the proposed Amendment is attached hereto asExhibit A.

No changes to the Certificate are being proposed with respect to the number determined by the Board of Directors. Except forauthorized shares of preferred stock. Other than the proposed increase in the number of authorized shares of common stock, the Amendment is not intended to modify the rights of existing stockholders in any material respect. The additional shares of common stock to be authorized underpursuant to the 2015 Plan,Amendment would have rights identical to the plancurrently outstanding common stock of the Company. Our stockholders do not currently have any preemptive or similar rights to subscribe for or purchase any additional shares of common stock that may be issued in the future, and therefore, future issuances of common stock may, depending on the circumstances, have a dilutive effect on the earnings per share, voting power and other interests of the existing stockholders.

The Board of Directors has unanimously determined that the Amendment is advisable and in the best interests of the Company and our stockholders, and recommends that our stockholders approve the Amendment.

Reasons for Increase

The Board of Directors believes that it is prudent to increase the authorized number of shares of common stock in order to maintain a reserve of shares available for immediate issuance to meet business needs, such as previouslya strategic acquisition opportunity or equity offering, promptly as they arise. The Board of Directors believes that maintaining such a reserve will save time and money in responding to future events requiring the issuance of additional shares of common stock, such as strategic acquisitions or future equity offerings.

All authorized but unissued shares of common stock will be available for issuance from time to time for any proper purpose approved by ourthe Board of Directors (including issuances in connection with issuances to raise capital, effect acquisitions or stock-based employee benefit plans), without further vote of the stockholders, except as required under applicable law or the Nasdaq Marketplace Rules. There are currently no arrangements, agreements or understandings for the issuance of the additional shares of authorized common stock except for issuances in 2015 shall remain in full force and effect.the ordinary course of business. The Board of Directors does not presently intend to seek further stockholder approval of any particular issuance of shares unless such approval is required by law or the Nasdaq Marketplace Rules.

AsIf the Proposed Amendment is approved by the stockholders, it will become effective upon filing and recording of a Certificate of Amendment as required by the Delaware General Corporation Law.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE AMENDMENT OF OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE OUR AUTHORIZED SHARES OF COMMON STOCK BY 30,000,000 SHARES FROM 65,000,000 TO 95,000,000.

PROPOSAL NO. 3

APPROVAL OF THE ADVAXIS, INC. 2018

EMPLOYEE STOCK PURCHASE PLAN

We are seeking stockholder approval of the Advaxis, Inc. 2018 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”), which was approved by the Board of Directors on January 31, 2017, there were approximately 4,103,91923, 2018, subject to approval by the stockholders at the Annual Meeting. If approved by the stockholders, the Plan will be effective as of the date of the Annual Meeting.

The purpose of the Employee Stock Purchase Plan is to provide eligible employees of the Company and certain of its subsidiaries an opportunity to use payroll deductions to purchase shares of our common stock subjectand thereby acquire an ownership interest in the Company. The Employee Stock Purchase Plan is intended to outstanding awards underqualify as an “employee stock purchase plan” meeting the 2015 Plan. Asrequirements of such date, there were approximately 104,050Section 423 of the Internal Revenue Code.

The maximum aggregate number of shares of our common stock reserved and available for future awardsthat may be purchased under the 2015 Plan. The Compensation Committee believes the number of shares currently available under the 2015 Plan will not be sufficient to make the grants it believesESPP will be needed1,000,000. As of January 19, 2018, there were approximately 108 employees eligible to provide adequate long-term equity incentives to our key employees. Approval ofparticipate in the amendment to the 2015 Plan will enable the Company to continue making equity compensation grants that serve as incentives to recruit and retain key employees and to continue aligning the interests of its employees with stockholders.Employee Stock Purchase Plan.

Equity-based compensation is an important element in our compensation program. Equity compensation aligns the interests of our management and key employees with the interests of our stockholders, links pay to performance, and provides a strong incentive to our executives and key employees to join our Company and to remain as we continue to move towards commercialization of our products. Importantly, equity compensation allows us to conserve our crucial cash resources while still being able to attract high quality employees and competitively compensate our experienced management team. The provision for pre-defined annual increases in the number of shares available for issuance under the plan is consistent with our desire to allow for a flexible and efficient way to ensure that we have enough shares available under the plan to properly reward and provide incentive for key employees who are responsible for the long-term success of the Company. If we are not able to grant equity awards, we risk losing our executives and key employees to our competition, which would be disruptive and detrimental to our goals and, ultimately, to our stockholders.

A summary of the 2015Employee Stock Purchase Plan is set forth below. ThisThe summary is qualified in its entirety by reference to the full text of the 2015 Plan,plan, which is filed as Annex A to the Company’s proxy statement for the 2015 Annual Meeting of Stockholders. A copy of the proposed amendment increasing the number of shares authorized under the Plan by 1,500,000 and providing for a pre-defined annual increase in the number of shares available for issuance under the plan is attached towith this proxy statementProxy Statement asExhibit A.

Key Data Relating to Outstanding Equity Awards and Shares Available

The following table includes information regarding outstanding equity awards and shares available for future awards under the 2015 Plan as of January 31, 2017 (and without giving effect to approval of the amendment to the 2015 Plan under this Proposal):

Subject to the express provisions of the Employee Stock Purchase Plan, the Compensation Committee of our Board has authority to interpret and construe the provisions of the Employee Stock Purchase Plan, to adopt rules and regulations for administering the Employee Stock Purchase Plan, and to make all other determinations necessary or advisable for administering the Employee Stock Purchase Plan. The 2015Employee Stock Purchase Plan will be administered by the Compensation Committeein order to qualify as an employee stock purchase plan under Section 423 of the Board of Directors. Under the 2015 Plan, the Committee will have the authority to: designate participants; grant awards; determine the type or types of awards to be granted to each participant and the number, terms and conditions thereof; establish, adopt, interpret or revise any rules and regulations as it may deem advisable to administer the 2015 Plan; and make all other decisions and determinations that may be required under the 2015 Plan.Internal Revenue Code.

Awards to Non-Employee Directors. Notwithstanding the above, awards granted under the 2015 PlanStock Subject to the Company’s non-employee directors will be made only in accordance with the terms, conditions and parameters of a plan, program or policy for the compensation of non-employee directors as in effect from time to time.Plan

Permissible Awards. The 2015 Plan authorizes the granting of awards in any of the following forms:

Shares Available for Awards. Subject to proportionate adjustment as provided in the event of stock splits and similar events,Employee Stock Purchase Plan, the aggregate number of shares of Common Stock that may be issued underreserved and available for issuance pursuant to the 2015Employee Stock Purchase Plan as proposed to be amended is 6,100,000 shares, plus a number1,000,000. As of additional shares (not to exceed 650,000) underlying awards outstanding underJanuary 19, 2018, the Company’s prior equity incentive plan asclosing price of the effective dateour common stock on NASDAQ was $2.93 per share.

Eligibility; Grant and Exercise of the 2015 Plan that thereafter terminate or expire unexercised, or are cancelled, forfeited or lapse for any reason. In addition, on January 1, 2018, and on every January 1^st thereafter for ten years, the aggregate number of shares of Common Stock that may be issued under the 2015 Plan will be increased by the lesser of: (i) 5% of the total number of shares of Common Stock outstanding on December 31 of the preceding calendar year, (ii) 2,500,000, or (iii) a lesser number determined by the Board of Directors.Options

Shares subject to awards that terminate or expire unexercised, or are cancelled, forfeited or lapse for any reason, and shares underlying awards that are ultimately settled in cash, will again be available for future grants of awards under the 2015 Plan. To the extent that the full number of shares subject to a full-value award is not issued for any reason, including by reason of failure to achieve maximum performance goals, the unissued shares originally subject to the award will be added back to the plan share reserve. Shares delivered by the participant or withheld from an award to satisfy tax withholding requirements, and shares delivered or withheld to pay the exercise price of an option, will not be used to replenish the plan share reserve. Upon exercise of a SAR, the full number of shares underlying the award (rather than any lesser number based on the net number of shares actually delivered upon exercise) will count against the plan share reserve. The Committee may grant awards under the 2015 Plan in substitution for awards held by employees of another entity who becomeAll employees of the Company are eligible to participate in the Employee Stock Purchase Plan as a result of a business combination, and such substitute awards will not count against the plan share reserve.second offering period following their most recent date of hire.

Limitations on Awards. The maximum aggregate number of shares of Common Stock subject to time-vesting options or time-vesting SARs that

No employee may be granted options to purchase shares of our common stock under the 2015Employee Stock Purchase Plan in any calendar year to any one participant is 250,000 each. With respect to performance vesting awards, for any calendar year,if such employee (i) immediately after the maximum amount that may be paid to any one participant payable in cash or property or other than shares is $2,500,000, and the maximum number of shares that may be paid to any one participant payable ingrant would own capital stock is 250,000 shares. The maximum aggregate number of shares subject to awards that may be granted under the 2015 Plan to any non-employee director in any calendar year is 200,000 shares.

Minimum Vesting Requirements. Except in the case of substitute awards granted in a business combination as described above, full-value awards, options and SARs granted to a participant (other than a non-employee director) shall either (i) be subject to a minimum vesting period of three years (which may include graduated vesting within such three-year period), or one year if the vesting is based on performance criteria other than continued service, or (ii) be granted solely in exchange for foregone cash compensation. However, the Committee may at its discretion (i) accelerate vesting of such full-value awards, options and SARs in the event of the participant’s termination of service, or the occurrence of a change in control, or (ii) grant full-value awards, options and SARs without the minimum vesting requirements described above with respect to awards coveringpossessing 5% or fewer of the total number of shares authorized under the 2015 Plan.

Qualified Performance-Based Awards. All options and stock appreciation rights granted under the 2015 Plan are designed to be exempt from the $1,000,000 deduction limit imposed by Code Section 162(m). The Committee may designate any other award granted under the 2015 Plan as a qualified performance-based award in order to make the award fully deductible without regard to the $1,000,000 deduction limit imposed by Code Section 162(m). If an award is so designated, the Committee must establish objectively determinable performance goals for the award based on one or more of the following business criteria, which may be expressedtotal combined voting power or value of all classes of our capital stock, or (ii) holds rights to purchase shares of our common stock under all of our employee stock purchase plans (as defined in termsSection 423 of Company-wide objectives or in termsthe Internal Revenue Code) that accrue at a rate that exceeds $25,000 worth of objectives that relate to the performanceshares of an affiliate or a division, region, department or function within the Company or an affiliate over a performance term to be designated by the Committee:our common stock for each calendar year.

The Committee must establish such goals within the time period prescribed by Code Section 162(m), and the Committee may for any reason reduce (but not increase) any award, notwithstanding the achievement of a specified goal.Plan Provisions

The CommitteeEmployee Stock Purchase Plan provides for monthly offering periods coinciding with each calendar month, unless specified otherwise by the committee. Eligible employees may provide,elect to become a participant in the Employee Stock Purchase by submitting a request form to the administrator, which will remain effective from offering period to offering period unless and until the participant files a new request form. Participants may contribute between 1% and 20%, in whole percentages, of his or her gross base pay, provided, however, that a participant may not purchase more than 1,000 shares of our common stock during each offering period, subject to adjustment as provided in the Plan. Payroll deductions will accumulate in a non-interest bearing contribution account. All deductions are made on an after tax basis.

On the first day of an offering, participants will be granted an option to purchase on the last day of the offering (the “purchase date”) at the time the performance goals are established, that any evaluation of performance shall exclude or otherwise objectively adjust for any specified circumstance or event that occurs during a performance period. Any payment of an award granted with performance goals will be conditioned on the written certification of the Committee in each case that the performance goals and any other material conditions were satisfied.

Treatment of Awards upon a Change of Control. Unless otherwise provided in an award agreement or any special plan document governing an award:

(A) in the event of a change of control of the Company in which a successor entity fails to assume and maintain awards under the 2015 Plan:

(B) in the event of a change of control of the Company in which a successor entity assumes or otherwise equitably converts awards under the 2015 Plan, if within two years after the effective date of the change of control, a participant’s employment is terminated without Cause or the participant resigns for Good Reason (as such terms are defined), then:

Anti-dilution Adjustments. In the event of a transaction between us and our stockholders that causes the per-share value of our Common Stock to change (including, without limitation, any stock dividend, stock split, spin-off, rights offering or large nonrecurring cash dividend), the share authorization limits and annual award limits under the 2015 Plan will be adjusted proportionately, and the Committee shall make such adjustments to the 2015 Plan and awards as it deems necessary, in its sole discretion, to prevent dilution or enlargement of rights immediately resulting from such transaction.

Amendment and Termination of the 2015 Plan. No awards may be granted under the 2015 Plan after the tenth anniversary of the effective date of the plan. The Board or the Committee may amend, suspend or terminate the 2015 Plan at any time, except that no amendment may be made without the approval of the Company’s stockholders if stockholder approval is required by any federal or state law or regulation or by the rules of any stock exchange on which the Common Stock may then be listed, or if the amendment, alteration or other change materially increases the benefits accruing to participants, increasesprice described below (the “purchase price”) the number of full shares available underof common stock which the 2015cash credited to his or her contribution account on the purchase date will purchase at the purchase price. Unless a participant terminates employment or withdraws from the Plan or modifiesan offering on or before the requirements for participation under the 2015 Plan,purchase date, his or if the Board or Committee its discretion determines that obtaining such stockholders approval is for any reason advisable. No amendment or terminationher option to purchase shares of the 2015 Plan may, without the written consent of the participant, reduce or diminish the value of an outstanding award. The Committee may amend or terminate outstanding awards at any time, except that no amendment or termination of outstanding award may, without the written consent of the participant, reduce or diminish the value of such outstanding awards.

Prohibition on Repricing. Without the prior consent of the Company’s stockholders, outstandingcommon stock options and SARs cannot be repriced, directly or indirectly, nor may stock options or SARs be cancelled in exchanged for stock options or SARs with an exercise or base price that is less than the exercise price or base price of the original stock options or SARs. In addition, the Company may not, without the prior approval of stockholders, repurchase an option or stock appreciation right for value from a participant if the current market value of the underlying stock is lower than the exercise price per share of the option or stock appreciation right.

Limitations on Transfer; Beneficiaries. No right or interest of a participant in any award may be pledged or encumbered to or in favor of any person other than the Company, or be subject to any lien, obligation or liability of the participant to any person other than the Company or an affiliate. Except to the extent otherwise determined by the Committee with respect to awards other than incentive stock options, no award may be assignable or transferable by a participant otherwise than by will or the laws of descent and distribution.

Clawback Policy. Awards under the 2015 Plan will be subjectdeemed to any compensation recoupment policy (sometimes referred to as a “clawback policy”) ofhave been exercised automatically on the Company as adopted from time to time.

Federal Income Tax Consequences

purchase date. The U.S. federal income tax discussion set forth below is intended for general information only and does not purport to be a complete analysis of all of the potential tax effects of the 2015 Plan. It is based upon laws, regulations, rulings and decisions now in effect, all of which are subject to change. State, local and ex-U.S. income tax consequences are not discussed, and may vary from jurisdiction to jurisdiction.

Nonqualified Stock Options. Therepurchase price will be no federal income tax consequences to the optionee or to the Company upon the grant of a nonqualified stock option under the 2015 Plan. When the optionee exercises a Nonqualified option, however, he or she will recognize ordinary income in an amount equal to the excess85% of the fair market value of the common stock received upon exerciseon the purchase date of the optionoffering. No brokerage fees will be charged for these purchase transactions. If there is a cash balance remaining in a participant’s contribution account at the timeend of exercise overan offering representing the exercise price andfor a fractional share of common stock, such balance will remain in the Company willcontribution account to be allowed a corresponding federal income tax deduction. Any gain thatused in the optionee realizes whennext offering, unless he or she later sellsrequests that such amount be refunded. All shares purchased will be held in the participant’s name by the administrator.

Options granted under the Plan are not transferable other than by will or disposesby the laws of descent and distribution and options are exercisable only by the participant during his or her lifetime.

Termination of Employment and Withdrawal from the Plan

If a participant’s employment is terminated for any reason, his or her participation in the Plan will terminate immediately and the balance, if any, in his or her contribution account will be returned in cash, without interest.

Participants may elect to withdraw from the Employee Stock Purchase Plan at any time and receive back any of their contributions, without interest, not used to purchase shares. If a participant wishes to withdraw his or her funds prior to a purchase, he or she must make an election to do so 15 days prior to the end of the optionoffering period. If a participant does withdraw, he or she will not be eligible to re-enroll until the beginning of the 2^nd subsequent offering period (i.e. the participant may not participate in the offering period following the one from which he or she just withdrew).

Amendment and Termination of the Plan

The Compensation Committee may amend the Employee Stock Purchase Plan at any time; provided, however, that no amendment may, without stockholder approval, materially affect the eligibility requirements under the Employee Stock Purchase Plan or increase the number of shares of common stock subject to any options issued to participants.

The Compensation Committee may terminate the Employee Stock Purchase Plan at any time. Upon termination of the Employee Stock Purchase Plan, the administrator must give notice thereof to participants and will terminate all payroll deductions. Cash balances then credited to participants’ contribution accounts will be short-term or long-term capital gain, depending on how long the shares were held.distributed as soon as practicable, without interest.

IncentiveFederal Income Tax Consequences to the Company and to Participants

The Employee Stock Options. There will be noPurchase Plan is designed to qualify as an Employee Stock Purchase Plan under Section 423 of the Code. A general summary of the federal income tax consequences regarding the Employee Stock Purchase Plan is stated below. The tax consequences of participating in the Employee Stock Purchase Plan may vary with respect to individual situations. Accordingly, participants should consult with their tax advisors in regard to the optioneetax consequences of participating in the Employee Stock Purchase Plan as to both federal and state income tax considerations.

Neither the grant nor the exercise of options under the Employee Stock Purchase Plan will have a tax impact on the participant or toon us. If a participant disposes of the Companycommon stock acquired upon the grantexercise of an incentive stock option. If the optionee holds the option shares for the required holding period ofhis options after at least two years afterfrom the date the option was grantedof grant and one year afterfrom the date of exercise, then the amount equal to the excess ofparticipant must treat as ordinary income the amount realized upon sale or dispositionby which the lesser of the option shares over the exercise price will be long-term capital gain or loss, and the Company will not be entitled to a federal income tax deduction. If the optionee disposes of the option shares in a sale, exchange, or other disqualifying disposition before the required holding period ends, he or she will recognize taxable ordinary income in an amount equal to the excess of(i) the fair market value of the option sharescommon stock at the time of exercise overdisposition, or (ii) the exercise price,fair market value of the common stock at the date of grant, exceeds the purchase price. Any gain in addition to this amount will be treated as a capital gain. If a participant holds common stock at the time of his or her death, the holding period requirements are automatically deemed to have been satisfied and he or she will realize ordinary income in the Companyamount by which the lesser of (i) the fair market value of the common stock at the time of death, or (ii) the fair market value of the common stock at the date of grant exceeds the purchase price. We will not be allowed a federal income tax deduction equal to such amount. Whileif the holding period requirements are satisfied. If a participant disposes of common stock before expiration of two years from the date of grant and one year from the date of exercise, of an incentive stock option does not result in current taxablethen the participant must treat as ordinary income the excess of the fair market value of the option shares at the time of exercise over the exercise price will be an item of adjustment for purposes of determining the optionee’s alternative minimum taxable income.

Stock Appreciation Rights. A participant receiving acommon stock appreciation right under the 2015 Plan will not recognize income, and the Company will not be allowed a tax deduction, at the time the award is granted. When the participant exercises the stock appreciation right, the amount of cash and the fair market value of any shares of stock received will be ordinary income to the participant and the Company will be allowed as a corresponding federal income tax deduction at that time.

Restricted Stock. Unless a participant makes an election to accelerate recognition of the income toon the date of grant as described below, a participant will not recognize income, and the Company will not be allowed a tax deduction, at the time a restricted stock award is granted, provided that the award is nontransferable and is subject to a substantial risk of forfeiture. When the restrictions lapse, the participant will recognize ordinary income equal to the fair market valueexercise of the stockoption over the purchase price. Any additional gain will be treated as of that date (less any amount helong-term or she paid forshort-term capital gain or loss, as the stock), and the Companycase may be. We will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under Code Section 162(m). If the participant files an election under Code Section 83(b) within 30 days after the date of grant of the restricted stock, he or she will recognize ordinary income as of the date of grant equal to the fair market valueamount of ordinary income recognized by the stock as of that date (less any amount paid for the stock), and the Company will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under Code Section 162(m). Any future appreciation in the stock will be taxable to the participant at capital gains rates. However, if the stock is later forfeited, the participant will not be able to recover the tax previously paid pursuant to the Code Section 83(b) election.

participant.

Stock Units. A participant will not recognize income, and the Company will not be allowed a tax deduction, at the time a stock unit award is granted. Upon receipt of shares of stock (or the equivalent value in cash or other property) in settlement of a stock unit award, a participant will recognize ordinary income equal to the fair market value of the stock or other property as of that date (less any amount he or she paid for the stock or property), and the Company will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under Code Section 162(m).

Performance Awards. A participant will not recognize income, and the Company will not be allowed a tax deduction, at the time a performance award is granted (for example, when the performance goals are established). Upon receipt of cash, stock or other property in settlement of a performance award, the participant will recognize ordinary income equal to the cash, stock or other property received, and the Company will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under Code Section 162(m). Performance awards granted under the 2015 Plan are intended to qualify for the “performance based compensation” exception from Code Section 162(m).

Code Section 409A. The 2015 Plan permits the grant of various types of incentive awards, which may or may not be exempt from Code Section 409A. If an award is subject to Section 409A, and if the requirements of Section 409A are not met, the taxable events as described above could apply earlier than described, and could result in the imposition of additional taxes and penalties. Restricted stock awards, stock options and stock appreciation rights granted under the 2015 Plan, are designed to be exempt from the application of Code Section 409A. Restricted stock units and performance awards granted under the 2015 Plan would be subject to Section 409A unless they are designed to satisfy the short-term deferral exemption from such law. If not exempt, such awards must be specially designed to meet the requirements of Section 409A in order to avoid early taxation and penalties.

Tax Withholding. The Company has the right to deduct or withhold, or require a participant to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes (including employment taxes) required by law to be withheld with respect to any exercise, lapse of restriction or other taxable event arising as a result of the 2015 Plan.

Benefits to Named Executive Officers and Others.Future Awards under the 2015 Plan are granted

Participation in the discretionEmployee Stock Purchase Plan is voluntary and we cannot presently determine the benefits or amounts that will be received pursuant to the Employee Stock Purchase Plan in the future, as such amounts will depend on the amount of contributions eligible employees choose to make, the actual purchase price of shares in future offering periods, the market value of the Compensation Committee, and thereforeCommon Stock on various future dates. Non-employee directors are not determinable. The following table sets fortheligible to participate in the number of stock option, restricted stock and restricted stock unit awards that have been granted under the 2015 Plan to our Named Executive Officers (as defined below) and the other individuals and groups indicated, as of January 31, 2017.plan.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE “FOR” PROPOSAL NO. 2 RELATING TO THE APPROVAL OF
AN AMENDMENT TO THE ADVAXIS, INC. 2015 INCENTIVE2018 EMPLOYEE STOCK PURCHASE PLAN.

PROPOSAL NO. 34

RATIFICATION OF 2015 STOCK OPTION GRANTS UNDER THE 2015 INCENTIVE

PLAN TO CERTAIN DIRECTORS AND OFFICERS

On March 30, 2015, the Board of Directors adopted, subject to stockholder approval at the 2015 Annual Meeting, the Advaxis, Inc. 2015 Incentive Plan (the “2015 Plan”). The 2015 Plan became effective as of March 30, 2015, subject to approval by the Company’s stockholders at the 2015 Annual Meeting.

In addition, on March 30, 2015, the Compensation Committee of the Board of Directors approved certain grants of stock options pursuant to and in accordance with the Company’s Omnibus Incentive Plan (the “2011 Plan”) and certain contingent grants of stock options pursuant to and in accordance with the 2015 Plan, subject to stockholder approval of the 2015 Plan at the 2015 Annual Meeting, in the amounts and to the executive officers and non-employee directors identified below (the “March 2015 Options”).

March 2015 Options

The March 2015 Options were intended to both reward past accomplishments by the Company’s Board and executives as well as incentivize future performance. The Compensation Committee first identified a need to adjust the compensation of the Company’s Board and executives in the fall of 2014, but due to other corporate matters and developments, the Compensation Committee did not finalize that adjustment until the approval of the March 2015 Options on March 30, 2015. Because of this unforeseen delay, and because there were not enough shares remaining available under the 2011 Plan to fully cover the March 2015 Options, the Compensation Committee elected to grant a portion of the March 2015 Options from the 2015 Plan, contingent on stockholder approval, rather than waiting until stockholders had approved the 2015 Plan and then subsequently issuing the options. The Compensation Committee determined the amount of the awards by consulting with management and an outside compensation consultant, arriving ultimately at a figure that it believed appropriately rewarded and incentivized the recipients, brought the recipients’ interests in line with those of the Company’s stockholders, and was in the best interests of the Company. On May 27, 2015, stockholders approved the 2015 Plan at the 2015 Annual Meeting.

On August 20, 2015, a derivative complaint was filed by a purported Company stockholder in the United States District Court for the District of New Jersey against the Board of Directors and certain executives styledBono v. O’Connor, et al., No. 3:15-cv-006326-FLW-DEA (D.N.J.). The complaint asserts claims for breach of fiduciary duty, unjust enrichment, waste of corporate assets, and issuance of a false and misleading proxy statement. The complaint alleges that the eleven individual defendants “spring-loaded” the March 2015 Options,i.e., at the time of issuance, the grantors and recipients were aware of material non-public information soon to be released that they knew would positively impact the Company’s stock price, and, thus, increase the value of the options.

On May 23, 2016, the United States District Court for the District of New Jersey issued an opinion and order granting in part and denying in part defendants’ motion to dismiss. The court denied the motion to dismiss as to the breach of fiduciary duty claim and unjust enrichment claim against the three members of the Compensation Committee, but dismissed without prejudice the breach of fiduciary duty and unjust enrichment claims against the other eight individual defendants. (Drs. Khleif, McKearn, Patton, Mauro and Petit, Messrs. Mayes and O’Connor, and Ms. Bonstein). The court dismissed without prejudice the Section 14(a) disclosure claim and waste claims against all defendants. On October 5, 2016, the court denied plaintiff’s motion for reconsideration of its May 23 order. Pursuant to these orders, the claims against Roni Appel, Richard Berman, and David Sidransky, the members of the Compensation Committee who approved the March 2015 Option grants, remain pending.

The remaining defendants (Messrs. Appel and Berman, and Dr. Sidransky) deny the allegations in theBono action and deny that the March 2015 Options were “spring-loaded.” In consultation with plaintiff’s counsel in theBonoaction, we have agreed to ask stockholders to ratify the March 2015 Options at the 2017 Annual Meeting. As a means of resolving the remaining claims in this action, we are now asking stockholders to ratify the March 2015 Options at the 2017 Annual Meeting. For a more detailed description of the 2015 Plan (including the federal income tax consequences of exercising the March 2015 Options), see the Company’s proxy statement for the 2015 Annual Meeting filed with the SEC on April 7, 2015 (the “2015 Proxy Statement”). The full text of the 2015 Plan is filed as Annex A to the 2015 Proxy Statement.

Requested Stockholder Approval

The Board of Directors believes that the March 2015 Options appropriately rewarded our highly qualified directors and executives whom we believe were and are critical to our long-term success for services rendered to us prior to the grant of the awards and during the period that the awards are subject to vesting. We believe that the March 2015 Options were reasonable and appropriate, in line with market practice, and compensated our directors and executives for their services and aligned the interests of us and our stockholders. The grant of the March 2015 Options, a portion of which was contingent on stockholder approval of the 2015 Plan, was consistent with applicable NASDAQ listing standards governing stockholder approval of equity compensation plans. However, the Board of Directors believes that stockholder ratification of the March 2015 Options is in the best interests of the Company and our stockholders. Therefore, the entire Board of Directors—including each of the six directors who are not defendants in theBonoaction—make the proposal and recommendation herein.

Equity-based compensation is an important element in our executive and non-employee director compensation programs. Equity compensation aligns the interests of our directors and executives with the interests of our stockholders, links pay to performance, and provides a strong incentive to our directors and executives to join our Company and to remain as we continue to move towards commercialization of our products. Importantly, equity compensation allows us to conserve our crucial cash resources while still being able to attract high quality employees and competitively compensate our experienced executives. If we are not able to grant equity awards, we risk losing our executives and key employees to our competition, which would be disruptive and detrimental to our goals and, ultimately, to our stockholders.

If our stockholders do not ratify the March 2015 Options, we will consider our stockholders’ concerns and our Board of Directors will consider whether any actions are necessary to address those concerns. We believe failure to approve the awards may have an adverse effect on our ability to retain the directors and executives who received such awards.

The board of directors UNANIMOUSLY recommends a vote “FOR” PROPOSAL NO. 3 ReLATING TO THE ratification OF THE MARCH 2015 OPTIONS.

PROPOSAL NO. 4

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

The Audit Committee annually considers and selects our independent registered public accountants. The Audit Committee has selected Marcum LLP to act as our independent registered public accountants for fiscal 2017.2018.

Stockholder ratification of Marcum LLP as our independent registered public accountants is not required by our by-laws, or otherwise. However, we are submitting the selection of Marcum LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders do not ratify the selection of Marcum LLP as our independent registered public accountants, the Audit Committee will reconsider the selection of such independent registered public accountants. Even if the selection is ratified, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accountant at any time during the year if it determines that such a change would be in the best interest of the Company and its stockholders.

Representatives of Marcum LLP are expected to attend the Annual Meeting in order to respond to questions from stockholders and will have the opportunity to make a statement.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE “FOR” PROPOSAL NO. 4 RELATING TO THE RATIFICATION
OF THE SELECTION OF MARCUM, LLP AS OUR
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL 20172018.

AUDIT COMMITTEE REPORT

This Audit Committee Report shall not be deemed to be “soliciting material” or to be filed with the SEC or subject to Regulation 14A or 14C under the Securities Exchange Act of 1934, as amended, or the Exchange Act, or to the liabilities of Section 18 of the Exchange Act. Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act or the Exchange Act that might incorporate future filings, including this proxy statement, in whole or in part, this report shall not be incorporated by reference into any such filings.

Management is responsible for our internal controls and financial reporting process. The independent registered public accounting firm is responsible for performing an independent audit of our financial statements in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB) and for issuing an opinion thereon. The Audit Committee’s responsibility is to oversee these processes and our internal controls. The Audit Committee does not prepare or audit our financial statements or certify their accuracy.

In this context, the Audit Committee has met and held discussions with management and the independent registered public accounting firm. Management represented to the Audit Committee that our financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee has reviewed and discussed the audited financial statements with management and the independent registered public accounting firm. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the statement on Auditing Standards No. 61, as amended, as adopted by the PCAOB in Rule 3200T.

Our independent registered public accounting firm also provided to the Audit Committee the written disclosures and the letter required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and the Audit Committee discussed with the independent registered public accounting firm, Marcum, LLP, the firm’s independence.

Based upon the Audit Committee’s discussions with management and the independent registered public accounting firm and the Audit Committee’s review of our audited financial statements and the representations of management, and the report of the independent registered public accounting firm to the Audit Committee, the Audit Committee recommended that the Board include the audited financial statements in our Annual Report on Form 10-K for fiscal 2016,2017, as filed with the SEC.

This report is submitted by the Audit Committee.

Richard J. Berman, Chairman
Roni A. Appel
Dr. James P. Patton

Disclosure of Principal Accountant Fees and Services

On December 14, 2012, we engaged Marcum, LLP (“Marcum”) as our independent registered public accounting firm to audit our financial statements. Beginning with the year ended October 31, 2012, Marcum has audited our financial statements. Below is a summary of theThe following table presents fees recorded for the periods ended October 31, 2016 and 2015.

Audit & Related Fees: The Company recorded fees of $168,875.00 and $165,975.00 in connection with its audits and quarterly reviewprofessional services of the Company’s financial statementsrendered by Marcum for the fiscal years ended October 31, 20162017 and 2015, respectively.2016.

Tax Fees: The Company recorded fees of $17,650.00 and $15,147.00 in connection with tax fees for the fiscal years ended October 31, 2016 and 2015.

All Other Fees: The Company recorded fees of $18,364.39 and $22,519.00 primarily for review of securities registration documents, and for assistance with other document reviews for the fiscal years ended October 31, 2016 and 2015, respectively.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

The Audit Committee will pre-approve all auditing services and the terms thereof (which may include providing comfort letters in connection with securities underwriting) and non-audit services (other than non-audit services prohibited under Section 10A(g) of the Exchange Act or the applicable rules of the SEC or the Public Company Accounting Oversight Board) to be provided to us by the independent auditor; provided, however, the pre-approval requirement is waived with respect to the provisions of non-audit services for us if the “ de minimus ““de minimus” provisions of Section 10A(i)(1)(B) of the Exchange Act are satisfied. This authority to pre-approve non-audit services may be delegated to one or more members of the Audit Committee, who shall present all decisions to pre-approve an activity to the full Audit Committee at its first meeting following such decision. The Audit Committee may review and approve the scope and staffing of the independent auditors’ annual audit plan.

CORPORATE GOVERNANCE MATTERS

Board of Directors

As of January 31, 2017,2018, our Board includes nineseven directors. Effective upon the election of directors at the Annual Meeting, our Board will include the following members:

Directors

Dr. David Sidransky. Dr. Sidransky currentcurrently serves as the Chairman of our Board of Directors and has served as a member of our Board of Directors since July 2013. He is a renowned oncologist and research scientist named and profiled by TIME magazine in 2001 as one of the top physicians and scientists in America, recognized for his work with early detection of cancer. Since 1994, Dr. Sidransky has been the Director of the Head and Neck Cancer Research Division and Professor of Oncology, Otolaryngology, Genetics, and Pathology at Johns Hopkins University School of Medicine. He has served as Chairman of the Board of Directors of Champions Oncology since October 2007 and was, until the merger with Eli Lilly, a director and Vice-Chairman of ImClone Systems, Inc. He is the Chairman of Tamir Biotechnology and Ayala and serves on the Board of Directors of Rosetta Genomics, Immune Pharmaceuticals,Galmed and Celsus.Orgenesis. He is serving and has served on scientific advisory boards of MedImmune, Roche, Amgen, and Veridex, LLC (a Johnson & Johnson diagnostic company), among others. Dr. Sidransky served as Director (2005-2008) of the American Association for Cancer Research (AACR). Dr. Sidransky’s experience in life science companies, as well as his scientific knowledge, qualify him to service as our director and non-executive chairman.

Dr. James P. Patton. Dr. Patton currently serves as the Vice Chairman of our Board of Directors, has served as the Chairman of our Board and has been a member of our Board of Directors since February 2002. Furthermore, Dr. Patton was the Chairman of our Board of Directors from November 2004 until December 31, 2005 and was our Chief Executive Officer from February 2002 to November 2002. Since February 1999, Dr. Patton has been the Vice President of Millennium Oncology Management, Inc., which is a consulting company in the field of oncology services delivery. Dr. Patton was a trustee of Dundee Wealth US, a mutual fund family, from October 2006 through September 2014. He is a founder and has been chairman of VAL Health, LLC, a health care consultancy, from 2011 to the present. In addition, he was President of Comprehensive Oncology Care, LLC since 1999, a company that owned and operated a cancer treatment facility in Exton, Pennsylvania until its sale in 2008. From February 1999 to September 2003, Dr. Patton also served as a consultant to LibertyView Equity Partners SBIC, LP, a venture capital fund based in Jersey City, New Jersey. From July 2000 to December 2002, Dr. Patton served as a director of Pinpoint Data Corp. From February 2000 to November 2000, Dr. Patton served as a director of Healthware Solutions. From June 2000 to June 2003, Dr. Patton served as a director of LifeStar Response. He earned his B.S. from the University of Michigan, his Medical Doctorate from Medical College of Pennsylvania, and his M.B.A. from Penn’s Wharton School. Dr. Patton was also a Robert Wood Johnson Foundation Clinical Scholar. He has published papers regarding scientific research in human genetics, diagnostic test performance and medical economic analysis. Dr. Patton’s experience as a trustee and consultant to funds that invest in life science companies provide him with the perspective from which we benefit. Additionally, Dr. Patton’s medical experience and service as a principal and director of other life science companies make Dr. Patton particularly qualified to serve as our director and non-executive vice chairman.

Daniel J. O’Connor. Mr. O’Connor joined Advaxis in January 2013 as Senior Vice President, Chief Legal and Business Development Officer, was promoted to Executive Vice President in May 2013, and was appointed President and Chief Executive Officer of Advaxis in August 2013. Mr. O’Connor has 20 years of executive, legal, and regulatory experience in the biopharmaceutical industry with ImClone Systems, PharmaNet (today, inVentiv Clinical Health) and Bracco Diagnostics. Joining ImClone in 2003, Mr. O’Connor supported the clinical development, launch, and commercialization of ERBITUX®. As ImClone’s Senior Vice President, General Counsel, and Corporate Secretary, he played a key role in resolving numerous issues facing ImClone, including extensive licensing negotiations, in advance of the company being sold to Eli Lilly & Company in 2008. Prior to joining ImClone, Mr. O’Connor was PharmaNet’s General Counsel and instrumental in building the company from a start-up contract research organization to an established world leader in clinical research. Mr. O’Connor was a criminal prosecutor in New Jersey and gained leadership experience as a Captain in the U.S. Marines, serving in the Persian Gulf in 1990. In 2015, Ernst & Young named Mr. O’Connor Entrepreneur of the Year® in New Jersey. Mr. O’Connor earned his J.D. degree from The Dickinson School of Law of The Pennsylvania State University and currently serves as an Entrepreneur Trusted Advisor to its Dean. Additionally, Mr. O’Connor serves as Vice Chairman on the Board of Trustees of BioNJ (a powerful network of 400 member companies representing research-based life sciences companies in New Jersey). Mr. O’Connor’s extensive leadership and pharmaceutical experience particularly qualifies him to serve as our President, CEO and director.

Roni A. Appel. Mr. Appel has served as a member of our Board of Directors since November 2004. He was our President and Chief Executive Officer from January 1, 2006 and Secretary and Chief Financial Officer from November 2004, until he resigned as our Chief Financial Officer on September 7, 2006 and as our President, Chief Executive Officer and Secretary on December 15, 2006. From December 15, 2006 to December 2007, Mr. Appel served as a consultant to us. Mr. Appel currently is a self-employed consultant. Previously, he served as Chief Executive Officer of Anima Cell Metrology Ltd., from 2008 through January 31, 2013. From 1999 to 2004, he was a partner and managing director of LV Equity Partners (f/k/a LibertyView Equity Partners). From 1998 until 1999, he was a director of business development at Americana Financial Services, Inc. From 1994 to 1998, he was an attorney and completed his M.B.A at Columbia University. Mr. Appel’s longstanding service with us and his entrepreneurial investment career in early stage biotech businesses qualify him to serve as our director.

Richard J. Berman. Mr. Berman has served as a member of our Board of Directors since September 1, 2005. Richard Berman’s business career spans over 35 years of venture capital, senior management and merger and acquisitions experience. In the past 5 years, Mr. Berman has served as a director and/or officer of over a dozen public and private companies. In November 2014,2016 he was namedelected Chairman of Cevolva Biotech Inc. From 2014-2016, he was Chairman of MetaStat, Inc. a public company in the cancer diagnostic field. From 2006 to 2011,2006-2011, he was Chairman of National Investment Managers, a company with $12 billion in pension administration assets. In 2012, he became vice chairman of Energy Smart Resources,Mr. Berman also serves as a director for the public healthcare companies Catasys, Inc. and Cryoport Inc. From 2002 to 2010, he was a director ofat Nexmed Inc. (now Apricus Biosciences, Inc.) where he also served as Chairman and Chairman/CEO in 2008 and 2009. From 1998 to 2012, Mr. Berman served1998-2000, he was employed by Internet Commerce Corporation (now Easylink Services) as a Director of Easy Link InternationalChairman and CEO and served as the Chairman and CEOdirector from 1998 to 2000. Most recently, Mr. Berman was appointed a partner, chairman and director at Scylax Aviation. In addition, Mr. Berman is currently a director of three public companies: Advaxis, Inc., Calandrius Biosciences, Inc. (since 2005), and Cryoport, Inc. (since 2015)).1998-2012. Previously, Mr. Berman worked at Goldman Sachs;Sachs, was Senior Vice President of Bankers Trust Company, where he started the M&A and Leveraged Buyout Departments;Departments, created the largest battery company in the world in the 1980s by merging Prestolite, General Battery and Exide to form Exide Technologies (XIDE);, helped to create what is now Soho (NYC) by developing five buildings;buildings, and advised on over $4 billion of M&A transactions (completed over 300 deals). He is a past Director of the Stern School of Business of NYU where he obtained his B.S. and M.B.A. He also has US and foreign law degrees from Boston College and The Hague Academy of International Law, respectively. Mr. Berman’s extensive knowledge of our industry, his role in the governance of publicly held companies and his directorships in other life science companies qualify him to serve as our director.

Dr. Samir Khleif. Dr. Khleif has served as a member of our Board of Directors since October 2014. He currently serves as the Director of the State of Georgia Cancer Center, Georgia Regents University Cancer Center and the Cancer Service Line. Dr. Khleif was formerly Chief of the Cancer Vaccine Section at the NCI, and also served as a Special Assistant to the Commissioner of the FDA leading the Critical Path Initiative for oncology. Dr. Khleif is a Georgia Research Alliance Distinguished Cancer Scientist and Clinician and holds a professorship in Medicine, Biochemistry and Molecular Biology, and Graduate Studies at Georgia Regents University. Dr. Khleif’s research program at Georgia Regents University Cancer Center focuses on understanding the mechanisms of cancer-induced immune suppression, and utilizing this knowledge for the development of novel immune therapeutics and vaccines against cancer. His research group designed and performed some of the first cancer vaccine clinical trials targeting specific genetic changes in cancer cells. He led many national efforts and committees on the development of biomarkers and integration of biomarkers in clinical trials, including the AACR-NCI-FDA Cancer Biomarker Collaborative and the ASCO Alternative Clinical Trial Design. Dr. Khleif is the author of many book chapters and scientific articles on tumor immunology and biomarkers process development, and he is the editor for two textbooks on cancer therapeutics, tumor immunology, and cancer vaccines. Dr. Khleif was inducted into the American Society for Clinical Investigation, received the National Cancer Institute’s Director Golden Star Award, the National Institutes of Health Award for Merit, the Commendation Medal of the US Public Health Service, and he was recently appointed to the Institute of Medicine National Cancer Policy Forum. Dr. Khleif’s distinguished career as well as his extensive expertise in vaccines and immunotherapies qualify him to serve as our director.

Dr. Thomas J. McKearn. Dr. McKearn has served as a member of our Board of Directors since July 2002. He brings more than 30 years of experience in the translation of biotechnology science into oncology products. As one of the founders of Cytogen Corporation, an Executive Director of Strategic Science and Medicine at Bristol-Myers Squibb, then for ten years, from 2002 to 2012, at Agennix, Inc. (formerly GPC-Biotech) as VP of Medical Affairs and later as the VP of Strategic Clinical Affairs, and nowthen as the President, Research & Development at Onconova, he has worked to bring the most innovative laboratory findings into the clinic and through the FDA regulatory process for the benefit of cancer patients who need better ways to cope with their afflictions. Prior to entering the biotechnology industry in 1981, Dr. McKearn received his medical, graduate and post-graduate training at the University of Chicago and served on the faculty of the Medical School at the University of Pennsylvania.Pennsylvania School of Medicine. Dr. McKearn’s experience in managing life science companies, his knowledge of medicine and histhe commercialization of biotech products qualify him to serve as our director.

Thomas J. Ridge. Mr. Ridge is Chief Executive Officer of Ridge Global, LLC, a global strategic consulting company, a position he has held since July 2006. In March 2014, Mr. Ridge co-founded Ridge Schmidt Cyber (provider of strategic services to companies in the area of cyber security) with Howard Schmidt. In April 2010, Mr. Ridge also became a partner in Ridge Policy Group, a bipartisan, full-service government affairs and issue management group. From April 2005 to July 2006, he was President and Chief Executive Officer of Thomas Ridge LLC. From October 2001 to February 2005, Mr. Ridge was Secretary of the U.S. Department of Homeland Security. Prior to that, Mr. Ridge served as Governor of Pennsylvania from 1995 to 2001. Mr. Ridge has been a director of Chart Acquisition Corp. since July 2011 and a director of LifeLock, Inc. since March 2010. He was a director of FS Investment Corporation from November 2011 to February 2014. He also previously served as a director of Exelon Corporation, Brightpoint, Inc., Geospatial Holdings, Inc., Vonage Holdings Corp. and The Home Depot, Inc. Mr. Ridge holds a bachelor’s degree, cum laude, from Harvard University and a Juris Doctor degree from The Dickinson School of Law of The Pennsylvania State University. Mr. Ridge’s distinguished career as well as his extensive expertise in leadership and business development qualify him to serve as a director.

The Board held 79 board meetings in fiscal 2016.2017. Each director attended at least 75% of the aggregate of: (1) the total number of Board meetings; and (2) the total number of meetings of the committee(s) of which he was a member, if any. We do not have a written policy on board attendance at annual meetings of stockholders. We will encourage, but will not require, our directors to attend the Annual Meeting.

The table below describes the Board’s committees in fiscal 2016:

2017:

Director Independence

In accordance with the disclosure requirements of the SEC, we have adopted the NASDAQ listing standards for independence effective April 2010. Each of our incumbent directors other than Daniel J. O’Connor, is independent in accordance with the definition set forth in the NASDAQ rules. Each nominated member of each of our Board committees is an independent director under the NASDAQ standards applicable to such committees. The Board considered the information included in transactions with related parties as outlined below along with other information the Board considered relevant, when considering the independence of each director.

Audit Committee

The Audit Committee of our Board of Directors is currently composed of three directors, all of whom satisfy the independence and other standards for Audit Committee members under the NASDAQ rules and the Exchange Act, as amended. The Audit Committee is responsible for recommending the engagement of auditors to the full Board, reviewing the results of the audit engagement with the independent registered public accounting firm, identifying irregularities in the management of our business in consultation with our independent accountants, and suggesting an appropriate course of action, reviewing the adequacy, scope, and results of the internal accounting controls and procedures, reviewing the degree of independence of the auditors, as well as the nature and scope of our relationship with our independent registered public accounting firm, and reviewing the auditors’ fees. For fiscal year 2016,2017, the Audit Committee was composed of Messrs. Berman and Appel and Dr. Patton, with Mr. Berman serving as the Audit Committee’s financial expert as defined under Item 407 of Regulation S-K of the Securities Act of 1933, as amended, which we refer to as the Securities Act.

The Audit Committee operates under a written Audit Committee Charter, which is available to stockholders on our website at http://ir.advaxis.com/governance-docs.

Compensation Committee

The Compensation Committee of our Board of Directors currently consists of Drs. Patton, Khleif, McKearn and Sidransky. The Compensation Committee determines the salaries, bonuses, and incentive and equity compensation of our officers subject to applicable employment agreements, and provides recommendations for the salaries and incentive compensation of our other employees and consultants.consultants, and reviews and oversees our compensation programs and policies generally. For executives other than the Chief Executive Officer, the Compensation Committee receives and considers performance evaluations and compensation recommendations submitted to the Committee by the Chief Executive Officer. In the case of the Chief Executive Officer, the evaluation of his performance is conducted by the Compensation Committee, which determines any adjustments to his compensation as well as awards to be granted. The agenda for meetings of the Compensation Committee is usually determined by its Chairman, with the assistance of the Company’s Chief Executive Officer. The Compensation Committee conducts at least five regularly scheduled meetings each year, which are regularly attended by the Chief Executive Officer. The Compensation Committee engaged Hewitt Associates LLC, operating as Aon Hewitt, a compensation consultant, in January 2015,July 2016, to perform a compensation program review and market analysis, as well as provide recommendations regarding adjustments to executive officer base salaries, target bonus opportunities and long-term equity incentives. Additional information regarding the role of the Compensation Committee and its processes and procedures for considering and determining executive compensation is set forth in the “Compensation Discussion and Analysis” later in this proxy statement.

The Compensation Committee operates under a written Compensation Committee Charter, which is available to stockholders on our website at http://ir.advaxis.com/governance-docs.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee of our Board of Directors currently consists of Messrs. Ridge and Berman, and Drs. Patton, Khleif and Sidransky. The functions of the Nominating and Corporate Governance Committee include identifying and recommending to the Board individuals qualified to serve as members of the Board and on the committees of the Board, advising the Board with respect to matters of board composition, procedures and committees, developing and recommending to the Board a set of corporate governance principles applicable to us and overseeing corporate governance matters generally including review of possible conflicts and transactions with persons affiliated with directors or members of management, and overseeing the annual evaluation of the Board and our management.

The Nominating and Corporate Governance Committee operates under a written Nominating and Corporate Governance Committee Charter, which is available to stockholders on our website at http://ir.advaxis.com/governance-docs.

The Nominating and Corporate Governance Committee will consider director candidates recommended by eligible stockholders. Stockholders may recommend director nominees for consideration by the Nominating and Corporate Governance Committee by writing to the Nominating and Corporate Governance Committee, Attention: Chairman, Advaxis, Inc., 305 College Road East, Princeton, New Jersey, 08540. Any recommendations for director made to the Nominating and Corporate Governance Committee should include the nominee’s name and qualifications for membership on our Board of Directors, and should include the following information for each person being recommended or nominated for election as a director:

In addition, the stockholder’s notice must include the following information about such stockholder:

The notice must include a written consent by each proposed nominee to being named as a nominee and to serve as a director if elected. No person will be eligible for election as a director of ours unless recommended by the Nominating and Corporate Governance Committee and nominated by our Board of Directors or nominated in accordance with the procedures set forth above. Candidates proposed by stockholders for nomination are evaluated using the same criteria as candidates initially proposed by the Nominating and Corporate Governance Committee.

We must receive the written nomination for an annual meeting not less than 90 days and not more than 120 days prior to the first anniversary of the previous year’s annual meeting of stockholders, or, if no annual meeting was held the previous year or the date of the annual meeting is advanced more than 30 days before or delayed more than 60 days after the anniversary date, we must receive the written nomination not more than 120 days prior to the annual meeting and not less than the later of 90 days prior to the annual meeting or ten days following the day on which public announcement of the date of the annual meeting is first made. For a special meeting, we must receive the written nomination not less than the later of 90 days prior to the special meeting or ten days following the day on which public announcement of the date of the special meeting is first made.

The Nominating and Corporate Governance Committee expects, as minimum qualifications, that nominees to our Board of Directors (including incumbent directors) will enhance our Board of Director’s management, finance and/or scientific expertise, will not have a conflict of interest and will have a high ethical standard. A director nominee’s knowledge and/or experience in areas such as, but not limited to, the medical, biotechnology, or life sciences industry, equity and debt capital markets and financial accounting are likely to be considered both in relation to the individual’s qualification to serve on our Board of Directors and the needs of our Board of Directors as a whole. Other characteristics, including but not limited to, the director nominee’s material relationships with us, time availability, service on other boards of directors and their committees, or any other characteristics that may prove relevant at any given time as determined by the Nominating and Corporate Governance Committee shall be reviewed for purposes of determining a director nominee’s qualification.

Candidates for director nominees are evaluated by the Nominating and Corporate Governance Committee in the context of the current composition of our Board of Directors, our operating requirements and the long-term interests of our stockholders. The Nominating and Corporate Governance Committee then uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. The Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of our Board of Directors. In the case of incumbent directors whose terms of office are set to expire, the Nominating and Corporate Governance Committee reviews such directors’ overall service to us during their term, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair such directors’ independence. The Nominating and Corporate Governance Committee meets to discuss and consider such candidates’ qualifications and then selects a nominee for recommendation to our Board of Directors by majority vote. To date, the Nominating and Corporate Governance Committee has not paid a fee to any third party to assist in the process of identifying or evaluating director candidates.

While we do not have a formal diversity policy for Board membership, we will seek to ensure that its membership consists of sufficiently diverse backgrounds, meaning a mix of backgrounds and experiences that will enhance the quality of the Board’s deliberations and decisions. In considering candidates for the Board, the independent directors will consider, among other factors, diversity with respect to viewpoints, skills, experience and other demographics.

Research and Development Committee

The Research and Development Committee was established in August 2013 with the purpose of providing advice and guidance to the Board on scientific and medical matters and development. The Research and Development Committee currently consists of Drs. Sidransky, Khleif, McKearn and Patton. The functions of the Research and Development Committee include providing advice and guidance to the Board on scientific matters and providing advice and guidance to the Board on medical matters.

Board Leadership Structure

On May 27, 2015, David Sidransky was appointed Chairman and continues to serve as Chairman. Dr. Sidransky’s experience in life science companies, as well as his scientific knowledge, his history with our Company and his own history of innovation and strategic thinking, qualify him to serve as our Chairman. Additionally, on August 19, 2013, Daniel J. O’ConnorJuly 6, 2017, Anthony A. Lombardo was appointed our Interim Chief Executive Officer and President.Officer. Mr. O’Connor’sLombardo’s knowledge of industry standards and his experience in industry operations, and his leadership experience provides a fine compliment tocomplements Dr. Sidransky’s scientific knowledge.

While we do not have a formal policy regarding the separation of our Chief Executive Officerprincipal executive officer and Chairman of our Board, we believe the current structure is in the best interest of the Company at this time. Further, this structure demonstrates to our employees, customers and stockholders that we are under strong leadership, with multiple skills and sets the tone for managing our operations. This unity of leadership structure promotes strategic development and execution, timely decision-making and effective management of our resources. We believe that we are well-served by this structure.

Risk Oversight

The Board has an active role in overseeing our risk management and is responsible for discussing with management and the independent auditors our major financial risk exposures, the guidelines and policies by which risk assessment and management is undertaken, and the steps management has taken to monitor and control risk exposure. The Board regularly engages in discussions of the most significant risks that we are facing and how those risks are being managed. The Board believes that its work and the work of the Chairman and the Chief Executive Officer,principal executive officer, enables the Board to effectively oversee our risk management function.

Stockholder Communications to the Board

Stockholders may contact an individual director, the Board as a group, or a specified Board committee or group, including the non-employee directors as a group, by writing to the following address:

Advaxis, Inc.
305 College Road East
Princeton, New Jersey 08540
Attn: Board of Directors

Each communication should specify the applicable addressee or addressees to be contacted as well as the general topic of the communication. We will initially receive and process communications before forwarding them to the addressee. We generally will not forward to the directors a stockholder communication that we determine to be primarily commercial in nature or relates to an improper or irrelevant topic, or that requests general information about us.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act, requires our directors and executive officers and each person who owns more than ten percent of a registered class of our equity securities (collectively, “Reporting Persons”) to file with the SEC initial reports of ownership and reports of changes in ownership of our Common Stock and our other equity securities. Reporting Persons are required by SEC regulation to furnish us with copies of all Section 16(a) forms that they file. Based solely on the Company’s review of the copies of the forms received by it during the fiscal year ended October 31, 20162017 and written representations that no other reports were required, the Company believes that each person who, at any time during such fiscal year, was a Reporting Person complied with all Section 16(a) filing requirements during such fiscal year.

Compensation Committee Interlocks and Insider Participation

Currently, the Compensation Committee consists of Drs. Patton, Khleif, McKearn and Sidransky. No member of the Compensation Committee was an officer or employee of the Company during the last fiscal year, or had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K. No executive officer of the Company served as a member of the board of directors or compensation committee of another entity, one of whose executive officers served on the Company’s Compensation Committee or Board of Directors.

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Certain Relationships and Related Transactions

Our policy is to enter into transactions with related parties on terms that, on the whole, are no more favorable, or no less favorable, than those available from unaffiliated third parties. Based on our experience in the business sectors in which we operate and the terms of our transactions with unaffiliated third parties, we believe that all transactions that we enter will meet this policy standard at the time they occur. Presently, we have no such related party transactions.

OWNERSHIP OF SECURITIES

Except as noted below, the following table sets forth certain information with respect to the beneficial ownership of our Common Stock as of January 31, 2017:2018:

As used in the table below, the term beneficial ownership with respect to our Common Stock consists of sole or shared voting power (which includes the power to vote, or to direct the voting of shares of our Common Stock) or sole or shared investment power (which includes the power to dispose, or direct the disposition of, shares of our Common Stock) through any contract, arrangement, understanding, relationship or otherwise, including a right to acquire such power(s) during the 60 days following January 31, 2017.2018.

Unless otherwise indicated in the footnotes to this table, and subject to community property laws where applicable, we believe each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Applicable percentages are based on 40,122,04341,542,691 shares of Common Stock outstanding as of February 6, 2017,January 19, 2018, adjusted as required by the rules promulgated by the SEC. Unless otherwise indicated, the address for each of the individuals and entities listed in this table is 305 College Road East, Princeton, New Jersey 08540.

Security Ownership of Certain Beneficial Owners and Management

*Less than 1%

⁽¹⁾Represents 300,44715,685 issued shares of our Common Stock, options to purchase 668,500 shares of our Common Stock exercisable within 60 days and warrants to purchase 8,528 shares of our Common Stock exercisable within 60 days.Stock.

⁽²⁾Represents 70,36075,360 issued shares of our Common Stock and options to purchase 30,00163,333 shares of our Common Stock exercisable within 60 days.

⁽³⁾Represents 113,812118,812 issued shares of our Common Stock and options to purchase 34,26762,600 shares of our Common Stock exercisable within 60 days and warrants to purchase 6,250 shares of our Common Stock exercisable within 60 days.

⁽⁴⁾Represents 74,43045,669 issued shares of our Common Stock and options to purchase 45,86774,200 shares of our common stockCommon Stock exercisable within 60 days.

⁽⁵⁾Represents 59,58764,587 issued shares of our Common Stock and options to purchase 76,667105,000 shares of our common stockCommon Stock exercisable within 60 days.

⁽⁶⁾Represents 85,48064,804 issued shares of our Common Stock and options to purchase 286,37871,400 shares of our Common Stock exercisable within 60 days.

⁽⁷⁾Represents 59,805206,745 issued shares of our Common Stock and options to purchase 43,06675,533 shares of our Common Stock exercisable within 60 days and warrants to purchase 12,500 shares of our Common Stock exercisable within 60 days.

⁽⁸⁾Represents 201,74424,305 issued shares of our Common Stock and options to purchase 45,534 shares of our Common Stock exercisable within 60 days and warrants to purchase 14,27885,000 shares of our Common Stock exercisable within 60 days.

⁽⁹⁾Represents 24,305122,293 issued shares of our Common Stock and options to purchase 63,333380,765 shares of our Common Stock exercisable within 60 days.

⁽¹⁰⁾Represents 89,186145,981 issued shares of our Common Stock and options to purchase 241,680 shares of our Common Stock exercisable within 60 days.

⁽¹¹⁾Represents an aggregate of 105,803 issued shares of our Common Stock, options to purchase 135,372222,221 shares of our Common Stock exercisable within 60 days and warrants to purchase 6,400 shares of our Common Stock exercisable within 60 days.

^(12)(11)As reported on Form 13D and/or 13G.

(13) Represents an aggregate of 1,184,959503,969 issued shares of our Common Stock and options to purchase 1,670,6651,306,234 shares of our Common Stock exercisable within 60 days and warrants to purchase 35,4566,750 shares of our Common Stock exercisable within 60 days.

⁽¹²⁾Represents options to purchase 367,680 shares of our Common Stock exercisable within 60 days.

⁽¹³⁾As reported on Form 13D and/or 13G.

⁽¹⁴⁾Represents 884,241 issued shares of our Common Stock and options to purchase 1,140,052 shares of our Common Stock exercisable within 60 days and warrants to purchase 25,150 shares of our Common Stock exercisable within 60 days.

Executive Officers

The following table provides information on our current executive officers.

Daniel J. O’Connor.Anthony A. Lombardo.Mr. O’Connor’s biography appears on page 25.Lombardo served as the Chief Business Officer and Senior Vice President of the Company before being appointed as Interim Chief Executive Officer in July 2017. He is an accomplished industry veteran with nearly 30 years of leadership experience in the life sciences industry. Prior to joining Advaxis in April 2017, Mr. Lombardo was a Partner at The Channel Group, where, from 2014 to 2017 he provided strategic advisory services to biotechnology, pharma and med-tech companies. Previously, beginning in 2000, he was President and CEO of E-Z-EM Inc., which was sold to Bracco Diagnostics in 2008, where Mr. Lombardo remained and oversaw business operations for six years as the Chief Operating Officer. Prior to joining E-Z-EM, Lombardo served as the President of ALI Imaging Systems, Inc., which was sold to McKesson in 2002. He has also held leadership roles at General Electric Medical Systems, Philips Medical Systems, Loral/Lockheed Martin Corp. and Sony Corporation.

Sara M. Bonstein. Ms. Bonstein joined Advaxis in March 2014 as Senior Vice President and Chief Financial Officer and currently serves as Executive Vice President, Chief Financial Officer and Corporate Secretary. Ms. Bonstein has 15 years of financial leadership experience in the life sciences industry with Eli Lilly& Company, ImClone Systems, and Johnson & Johnson. While at Eli Lilly& Company, Ms. Bonstein was a Six Sigma Champion and Black Belt, leading multiple projects relating to clinical research, project management, finance, manufacturing, and commercial sales. Prior to her Six Sigma role, Ms. Bonstein held positions of increasing responsibility at ImClone (which was acquired by Eli Lilly in 2008) including Director of Finance where she led all budget and forecast activities for preclinical, clinical and manufacturing research and development, spanning over ten monoclonal antibody cancer therapeutics, including ERBITUX® (cetuximab), a cancer treatment with over $1.5 billion in annual sales. Prior to joining ImClone, Ms. Bonstein was a financial analyst at Johnson & Johnson in both the Ortho McNeil Pharmaceuticals and Ortho Biotech Divisions of the company where she managed gross-to-net analysis and calculation for approximately $1.1 billion of pharmaceutical product sales. In 2016, NJBiz named Ms. Bonstein CFO of the Year – Healthcare Organization and Forty under 40. Ms. Bonstein is a 2004 graduate of Johnson & Johnson’s Financial Leadership Development Program. She holds a BS in Finance from The College of New Jersey and an M.B.A from Rider University.

Robert G. Petit, Ph.D. Dr. Petit joined Advaxis in October 2010 and currently serves as Executive Vice President and Chief Scientific Officer. Dr. Petit has over 20 years of experience in all medical and scientific aspects of pharmaceutical development. He has led programs in discovery, translational development and intellectual property development and has designed and conducted U.S. and international clinical evaluation programs from phase I to IV. Dr. Petit joined Advaxis from Bristol Myers Squibb where he was the U.S. Medical Strategy Lead for the Ipilimumab program, Director of Medical Strategy for New Oncology Products, and Director of Global Clinical Research. Prior to joining Bristol Myers-Squibb, Robert served as Vice President of Clinical Development at MGI Pharma and also at Aesgen Inc. His scientific focus has been to develop immunologic based therapies with a particular emphasis on immunologic oncology treatment. Robert has had significant FDA experience and has contributed to five NDA/BLA filings. Dr. Petit has a Doctorate from the Ohio State University College of Medicine and a B.S. from Indiana State University.

COMPENSATION DISCUSSION AND ANALYSIS

InThe Compensation Discussion and Analysis (“CD&A”) describes the paragraphs that follow, we will provide an overview and analysis of our compensation program and policies, the material compensation decisions we have made under those programs and policies with respectin regard to our topthe compensation of the following named executive officers and(“NEOs” or “named executive officers”) for the material factors that we considered in making those decisions. Later in this proxy statement under the heading “Summary Compensation Table” is a series of tables containing specific information about the compensation earned or paid in fiscal 2016 to the following individuals, whom we refer to as our named executive officers:.Fiscal Year 2017:

Executive Compensation Philosophy and Objectives

The primary goals of the Compensation Committee of our Board of Directors with respect to executive compensation areCommittee’s philosophy is to attract, retain and retainengage the most talented and dedicated executives possible which ultimately increases value forby providing compensation programs that are designed to ensure that the interests of our stockholders.stockholders are closely aligned with those of our executives. We believe that, in order to achieve this objective, our compensation program must include the following components:

To achieve these goals, we compensate our named executive officers with a mix of salary, variable compensation and equity awards. We intend to implement and maintain compensation plans that tie a substantial portion of our executives’ overall compensation to achievement of corporate goals and value-creating milestones, such as the development of our products and the establishment and maintenance of key strategic relationships, as well as our financial and operational performance.

Our compensation programs and policies are designed to ensure that executives’ interests are closely aligned with those of our stockholders. Accordingly, a substantial portion of executive compensation, including annual cash bonuses and annual equity grants, is “at risk” and must be earned through achieving performance measurements. These awards are earned by achieving key financial measures and performance goals that are essential to both the short-term and long-term growth and success of our business, which when achieved, create value for our stockholders.

Role of the Compensation Committee

Our Compensation Committee assists our Board of Directors in discharging its responsibilities relating to compensation of our executive officers. The Compensation Committee reviews the performance and approves on an annual basisdetermines all compensation that is payablepaid or awarded to our named executive officers including base salaries, cash bonuses and equity grants.on an annual basis. In accordance with its charter, the Compensation Committee has established a compensation strategy to attract and retain executive talent and motivate executive officers to improve their performance and the financial and operating performance of the Company. The Committee reviews the compensation strategy annually to ensure that the program and policies support the appropriate Company objectives and align with stockholder interests.

The Compensation Committee reviews the performance and compensation of our Chief Executive Officer and establishes his compensation level on an annual basis. The Committee also reviews the performance and approves compensation annually for the other executive officers, after considering the recommendations of the Chief Executive Officer.

In the past, we have utilized the services of a compensation consultant to review our policies and procedures with respect to executive compensation, and to provide market data regarding competitive pay practices. We engaged Hewitt Associates LLC, operating as Aon Hewitt, a compensation consultant, in January 2015, to perform a compensation program review and market analysis, as well as provide recommendations regarding adjustments to executive officer base salaries, target bonus opportunities and long-term equity incentives. The Compensation Committee used this information as a guide in determining base salary adjustments, bonus opportunities and long-term incentive award levels for our named executive officers for fiscal 2016.2017. For fiscal year 2018 and going forward, the Compensation Committee intends to engage an independent compensation consultant on an annual basis to support the work of the Compensation Committee with respect to evaluation and design of the Company’s current and proposed compensation plans, including providing input and advice regarding the types and amounts of compensation opportunities offered, the related performance metrics, performance goals and payout ranges, and construction of Company peer groups for the purposes of comparatively evaluation current and proposed officer and director compensation.

Market Data

With Radford’s assistance, we collected and analyzed compensation market data to be used as a resource in setting fiscal 20162017 compensation levels and to review the competitiveness of our compensation programs. Data sources included public company proxy statements as well as proprietary compensation surveys and other surveys that have benchmark compensation information. We selected peer companies from the public biotechnology space based upon sector focus, stage of clinical development, market capitalization and number of employees. For fiscal 2016,2017, we reviewed compensation data of the following peer companies for these purposes: Aduro BioTech, Inc., Agenus Inc., AratanaAgios Pharmaceuticals, Inc., Aimmune Therapeutics, Inc., Ardelyx,Array BioPharma Inc., Atara Biotherapeutics, Inc., Bellicum Pharmaceuticals, Inc., Celldex Therapeutics, Inc., Cellectis S.A., Clovis Oncology, Inc., Coherus Biosciences, Inc., Flexion Therapeutics, Inc., Geron Corporation, Halozyme Therapeutics, Inc., Heron Therapeutics, Inc., Inovio Pharmaceuticals, Inc., Karyopharm Therapeutics Inc., La Jolla Pharmaceutical Company, LexiconMacroGenics, Inc., NewLink Genetics Corporation, OncoMed Pharmaceuticals, Inc., Northwest Biotherapeutics, Inc., OncoMed Pharmaceuticals,Puma Biotechnology, Inc., Revance Therapeutics, Inc., Sorrento Therapeutics, Inc., TG Therapeutics, Inc., XBiotech, Inc., ZIOPHARM Oncology, Inc.

For fiscal 2016,2017, we used the peer company targets in the design of each of the elements described below as well as reviewed specific target levels of total compensation. Our objective going forward is to provide competitive total compensation opportunities to our executive officers that take into account the status and performance of the company, the competitive market for executives and the desire to attract, retain and motivate high-performing executives.

Elements of Compensation

The compensation received by our executive officers consists of the following elements:

Base Salary. Base salaries for our executivesnamed executive officers are established based on the scope of their responsibilities and individual experience, taking into account competitive market compensation paid by other companies for similar positions within the biotechnology industry. Base salaries are reviewed annually, and adjusted from time to time to realign salaries with market levels after taking into accountconsidering individual experience, responsibilities and overall performance. Salaries for named executive officers are set annually by the Compensation Committee, after considering the recommendations of the Chief Executive Officer (except that(however, the Chief Executive Officer does not make recommendations with respect to his or her own salary). The criteria for determining base salary are subjective rather than objective, and in the past have included how the executive has contributedexecutive’s contribution to our company’s progress in the key areas of scientific progress, clinical development, financial strength and administration, and how the executive has carried out the responsibilities of his or her position.

In fiscal 2016,2017, based on a peer review conducted by Radford, our compensation committee determined to adjustthat base salaries for our named executives to reflectexecutive officers were below the market median salaries infor our peer group, and decided to increase base salaries to position them closer to the 50^th percentile reflected in the peer company analysis. For fiscal year 2018, the named executive officers voluntarily decided to forego cost of living increases to their base salaries that would otherwise have become effective automatically pursuant to their employment agreements.

Annual Incentive Bonus. In addition to base salaries, our Compensation Committee has the authority to award annual incentive bonuses to our named executive officers. The annual incentive bonuses are intended to compensate named executive officers for achieving corporate goals and strategic milestones. For fiscal 2016,2017, each named executive officer was eligible to earn a target annual bonus up to an amount equal to a specified percentage of such named executive officer’s salary (50% for the Chief Executive Officer;Mr. Lombardo, and 40% for the other executive officers),Ms. Bonstein and Dr. Petit). The bonus was based, in large part, upon the achievement of a combination of clinical and regulatory goals, and subjective goals relating to human resources functions and management. TheThese goals were achieved at an aggregate level of 100% reflecting the successful achievement60%, and accordingly, bonus amounts were paid at 60% of clinical, regulatory, operational, financial, human resources, and other goals. The Compensation Committee considered performance against these goals in determining the amounts paid as annual incentive awards in 2016, as well as its subjective assessment of our executives’ contributions to Company performance.each named executive officer’s target bonus amount. The amounts of the annual incentive bonus earned by each named executive officer is disclosed in the “Bonus” column of the Summary Compensation Table below.

Long-Term Incentive Program. We believe that long-term performance is achieved through an ownership culture that encourages such performance by our named executive officers through the use ofusing equity awards. Our equity compensation plans have been established to provide all of our employees, including our named executive officers, with incentives to help align those employees’employee interests with the interests of our stockholders. Our Compensation Committee believes that the use of equity awards offers the best approach to achieving our compensation goals. While we have not adopted stock ownership guidelines, our equity compensation plans have provided the principal method for our named executive officers to acquire a meaningful ownership interest in the company.

In 2017, we adopted an Equity Grant Policy that provides, among other things, that annual equity awards to the Company’s officers and directors shall be approved at a regularly-scheduled meeting of the Compensation Committee held in November each year, and ensures that equity-based awards cannot and will not be granted based on the anticipated release of material non-public information.

In general, the sizessize of grants of long-term equity awards to the named executive officers are subjectively determined by considering competitive market data, the officer’s tenure and level of responsibility, and a subjective assessment of the officer’s performance and importance to the ongoing success of the Company.

In 2016,fiscal year 2017, we made a two-tieredsplit our regular annual grant cycle into two parts, granting equity awardawards to ourthe named executive officers.officers on November 3, 2016 and on May 1, 2017. The first tier was a grantNovember grants consisted of time vesting stock options below the median level of long-term incentive values in our peer group.  The second tier was a grant of performance-based stock options that if the performance requirements were achieved, the valuevest in three equal annual installments on each of the award would increasefirst three anniversaries of the grant date, and performance-based restricted stock units with vesting based on the success of the investigational new drug application for ADXS-NEO and the opening of a specified number of clinical sites for AIM2CERV, and the May grants consisted of performance-based restricted stock units with vesting based on the opening of a specified number of clinical sites for AIM2CERV, and time-vesting restricted stock units. The number of awards granted to approximately the 75th percentile of our peer group.named executive officers is set forth below.

Stock Options

Performance-Based Restricted Stock Units

Time-Vesting Restricted Stock Units

Performance-Based Stock Options

In addition, Ms. Bonstein was granted 50,000 restricted stock units in connection with her promotion to Executive Vice President, effective as of December 30, 2016, which vest in four equal installments. One-fourth of this award vested immediately and one-fourth will vest on each anniversary of the date of grant. The award will be fully vested on December 30, 2019.

Upon Mr. Lombardo joining the Company on April 17, 2017, he was granted 100,000 restricted stock units as an inducement award, which vest in four equal installments. One-fourth of this award vested immediately and one-fourth will vest on each anniversary of the date of grant. The award will be fully vested on April 17, 2020.

Employment Agreements, Severance and/or Change-in-Control Benefits. We have employment agreements with each of our named executive officers that entitle them to certain levels of compensation and severance benefits, the terms of which are described below under “Employment ArrangementsAgreements with Named Executive Officers.” In addition, on February 24, 2016, the Board adopted a change in control severance plan that provides our employees, including the named executive officers, with severance payments and benefits in the event their employment is terminated in connection with a change in control of the Company. We believe the severance and change in control benefits are an essential element of our executive compensation package, are competitive within the marketplace and assist us in recruiting and retaining talented individuals.

See below under “Employment Agreements with Named Executive Officers” and “Potential Payments Upon Termination or Change-in-Control” for a complete description of the terms of such agreements.

CEO Transition

As noted above, Mr. O’Connor resigned as our Chief Executive Officer, effective as of July 6, 2017. In connection with his departure, the Company and Mr. O’Connor entered into a separation agreement, pursuant to which Mr. O’Connor became entitled to receive: (i) cash payments in a total gross amount of $560,000, payable over a 12 month period, (ii) a one-time gross cash payment of $280,000, that was paid on or about July 13, 2017, (iii) accelerated vesting of his equity incentive awards, and (iv) continued coverage under the Company’s group medical plans at active-employee rates for 12 months. The separation agreement included a full release of claims by Mr. O’Connor in favor of the Company.

In connection with Mr. O’Connor’s resignation, the Company appointed Mr. Lombardo as Interim Chief Executive Officer, effective as July 6, 2017. The Company and Mr. Lombardo entered into an employment agreement, effective July 18, 2017, pursuant to which Mr. Lombardo’s base salary is set at $355,000 per year, and he is eligible for an annual bonus targeted at 50% of his base salary based on achievement of performance goals in the discretion of the Compensation Committee. Mr. Lombardo also received a one-time lump-sum bonus equal to $88,000 that was paid within thirty (30) days after the effective date of the agreement. Mr. Lombardo will be entitled to cash severance payments if his employment is involuntarily terminated, as described below under “Employment Agreements with Named Executive Officers.”

Retention Bonus Agreement

Relating to the CEO transition described above, in July 2017, the Compensation Committee approved retention bonuses for the continuing named executive officers in the following amounts: Mr. Lombardo, $125,000; Ms. Bonstein, $100,000; and Dr. Petit, $100,000. The retention bonuses were awarded to provide financial incentive and retention value to the named executive officers and to ensure continuity of management during a period of transition and uncertainty within the Company. The retention bonuses were earned based on the named executive officers remaining employed with the Company through March 1, 2018.

Consideration of Most Recent Advisory Stockholder Vote on Executive Compensation

At the annual meeting of stockholders on March 10, 2016, approximately 62% of the shares represented and entitled to vote at the annual meeting were voted to approve the compensation of the Company’s named executive officers, as discussed and disclosed in the 2016 Proxy Statement. The Board and the Compensation Committee appreciate and value the views of our stockholders. In considering the results of this advisory vote on executive compensation, the Committee concluded that the compensation paid to our named executive officers and the Company’s overall pay practices generally are supported by our stockholders.

Going forward, future advisory votes on executive compensation will serve as an additional tool to guide the Board and the Compensation Committee in evaluating the alignment of the Company’s executive compensation program with the interests of the Company and its stockholders.

At the annual meeting of stockholders on June 5, 2013, our stockholders expressed a preference that advisory votes on executive compensation occur once every three years. Consistent with this preference, the Board determined to implement an advisory vote on executive compensation once every three years until the next required vote on the frequency of stockholder votes on the compensation of executive officers, which is scheduled to occur at the 2019 annual meeting.

Tax and Accounting Considerations

The accounting and tax treatment of compensation generally has not been a material factor in determining the amounts of compensation for our executive officers. However, the Compensation Committee has considered the accounting and tax impact of various program designs to balance the potential cost to us with the benefit/value to the executives.

Code Section 162(m) places a limit of $1 million on the amount of compensation that wea company may deduct in any year with respect to any one of our namedcertain executive officers. It is the Compensation Committee’s intent to maximize deductibility of executive compensation while retaining the discretion needed to compensate executives in a manner commensurate with performance and the competitive landscape for executive talent. For fiscal year 2017, the Compensation Committee structured a portion of its long-term equity awards in a manner intended to be exempt from the deduction limitation of Code Section 162(m) because they are earned based on the achievement of performance goals established by the Compensation Committee pursuant to our shareholder-approved equity incentive plan. The exemption from Code Section 162(m)’s deduction limit for performance-based compensation has been repealed, effective for taxable years beginning after December 31, 2017, such that compensation paid to our covered executive officers in excess of $1 million will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017.

Compensation Committee Reports

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis included in this proxy statement with management. Based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 20162017 filed with the SEC.

Members of the Compensation Committee:

Dr. James P. Patton,David Sidransky, Chairman

Dr. Samir N. Khleif

Dr. Thomas McKearn

Dr. David Sidransky

COMPENSATION OF OFFICERS AND DIRECTORS

The following table sets forthsummarizes all compensation for each of the total compensationlast three fiscal years awarded to, earned by or paid to our named executive officers during fiscal years 2016, 2015 and 2014.officers.

Summary Compensation Table

⁽¹⁾Pursuant toIn accordance with their employment agreements, each of the named executive officersNEOs (other than Mr. Lombardo) voluntarily purchasedused a percentage of his or her base salary (ranging from 5% - 25%) to purchase restricted stock directly from the Company at market price with their personal funds in predefined amounts ranging in amounts equal to 5%-25% of the individual’s salary. These purchases are not required or requested by the Compensation Committee.price.

⁽²⁾Represents annual incentive bonuses for services performed during the fiscal year. The named executive officersNEOs were entitled to receive these bonuses in cash, however, for fiscal yearsyear 2015, and 2014, each of the executives voluntarily requested to be paid a portion of their bonus in shares of our Common Stock. 2016 values also include a special one-time bonus for Mr. O’Connor, Dr. Petit, Ms. Bonstein and Mr. Mayes in conjunction with the Amgen collaboration.

⁽³⁾Reflects the aggregate grant date fair value of restricted stock units determined in accordance with FASB ASC Topic 718718. Grant date fair value for RSUs with time-based vesting is based on the closing price of our common stock on the date of grant. Grant date fair value for the performance-based RSUs is based on the closing price of our common stock on the date of grant and the probable outcome of performance-based conditions at the time of grant, excluding the effect of estimated forfeitures.

⁽⁴⁾Reflects the aggregate grant date fair value of stock options determined in accordance with FASB ASC Topic 718. The assumptions used in determining the grant date fair values of the stock options are set forth in the notes to the Company’s consolidated financial statements, which are included in our Annual Report on Form 10-K for the year ended October 31, 20162017 filed with the SEC.

⁽⁵⁾Reflects health and life insurance coverage costs paid for byAll Other Compensation is more fully described in the Company.table under “All Other Compensation – Supplemental” below.

⁽⁶⁾Mr. O’Connor resigned from the Company effective as of July 6, 2017.

⁽⁷⁾Mr. Mayes resigned from the Company effective as of December 30, 2016.

⁽⁷⁾Dr. Mauro’s employment with the Company concluded on February 1, 2016.All Other Compensation – Supplemental

Employment Agreements with Named Executive Officers

The Company hasappointed Mr. Lombardo as Interim Chief Executive Officer, effective as of July 6, 2017. The Company and Mr. Lombardo entered into an employment agreement, effective July 18, 2017, which provides for an initial one-year term, after which it will be automatically renewed for one year periods, unless otherwise terminated by either party upon ninety (90) days written notice. The employment agreement provides that Mr. Lombardo will receive a base salary of $355,000 per year, and he is eligible for an annual bonus targeted at 50% of his base salary based on achievement of performance goals in the discretion of the Compensation Committee. Mr. Lombardo also received a one-time lump-sum bonus equal to $88,000 that was paid within thirty (30) days after the effective date of the agreement.

The Company previously entered into employment agreements with each of the other continuing named executive officers, which provide for an initial one-year term, (three years for Mr. O’Connor, and one year for Ms. Bonstein, Mr. Petit and Mr. Mayes), after which they will be automatically renewed for one year periods, unless otherwise terminated by either party upon ninety (90) days written notice. As amended,Effective January 1, 2017, the employment agreements provide that the named executive officers are entitled to a 20162017 base salary of $491,300 per year for Mr. O’Connor, $353,400$400,000 for Ms. Bonstein and $347,800 for Mr. Petit (in each case, subject to annual cost-of-living adjustments), which will be reviewed on an annual basis.

Pursuant to thetheir employment agreements, as amended, theMs. Bonstein’s and Mr. Petit’s base salary is paid in two components: a percentage in cash and a percentage in Common Stock. The Company and the executive shall agree, from time to time, regarding the percentage used for the cash component and the stock component.

Each of the named executive officers is eligible to receive an annual incentive bonus, with a target bonus opportunity equal to a percentage50%, in the case of Mr. Lombardo, or 40%, in the case of Ms. Bonstein and Mr. Petit, of base salary (50% of base salary for Mr. O’Connor, and 40% of base salary for Ms. Bonstein, Mr. Petit and Mr. Mayes).salary. The actual amount of bonus earned, if any, will be determined by the Compensation Committee based on achievement of pre-established performance goals. In addition, each of the named executive officers is eligible to participate in the Company’s benefit plans, and is entitled to vacation, and sick leave and reimbursement of reasonable business expenses.

In the event the executive’snamed executive officer’s employment is terminated without Just Cause, or if the executive voluntarily resigns with Good Reason, or if the executive’snamed executive officer’s employment is terminated due to disability (all as defined in the employment agreement), and so long as the named executive officer executes a confidential separation and release agreement, in addition to the applicable base salary, plus any accrued but unused vacation time and unpaid expenses that have been earned as of the date of such termination, the named executive officer is entitled to the following severance benefits: (i) 12-monthstwelve months of base salary payable in a lump sum (in the case of Mr. Lombardo) or in equal monthly installments (in the case of Ms. Bonstein and Mr. Petit), (ii) pro rata target bonus (in the case of Ms. Bonstein and Mr. Petit), (iii) continued health and welfare benefits for 12 months, and (iv) full vesting of all stock options and stock awards (with extension of the exercise period for stock options by two years)., and (v) for Mr. Lombardo, reimbursement for financial planning services for twelve months.

The named executive officer employment agreements containscontain customary covenants regarding non-solicitation, non-compete, confidentiality and works for hire.

Voluntary Purchase of Common Stock

Grants of Plan Based Awards in Fiscal Year 20162017

The following table below sets forth the individual grants of plan-based awards made to each of the named executive officers during fiscal year 2016.2017.