(e) Compensatory Arrangements with Certain Officers.

The Board of Directors of Celsion Corporation (the "Company") previously approved, subject to stockholder approval, amendments to the Company's 2007 Stock Incentive Plan (the "2007 Plan") that would (1) increase the number of shares of the Company's common stock that may be delivered pursuant to awards granted under the 2007 Plan by an additional 2,250,000 shares, (2) increase the limit on the number of shares that may be delivered pursuant to "incentive stock options" granted under the 2007 Plan to 4,250,000 shares, and (3) extend the Company's authority to grant awards under the 2007 Plan intended to qualify as "performance-based awards" within the meaning of Section 162(m) of the U.S. Internal Revenue Code through the 2017 annual meeting of stockholders. According to the results from the Company's Annual Meeting of Stockholders held on June 7, 2012 (the "Annual Meeting"), the Company's stockholders approved these amendments to the 2007 Plan. The foregoing description of the amendments is qualified in its entirety by reference to the text of the amended version of the 2007 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

At the Annual Meeting, the following actions were taken. The proposals below are described in detail in the Company's definitive proxy statement dated April 27, 2012 for the Annual Meeting.

Proposal 1

Each of the individuals listed below was elected, by a majority of the votes cast at the Annual Meeting and entitled to vote on the election of directors, to serve on the Board of Directors of the Company until the 2015 Annual Meeting of Directors.

Nominee For Withheld Broker Non-Votes Mr. Robert W. Hooper 10,168,684 1,209,400 15,928,711 Dr. Alberto R. Martinez 10,219,851 1,158,233 15,928,711

In addition to the directors elected above, Dr. Max E. Link, Michael H. Tardugno, Dr. Augustine Chow and Frederick J. Fritz continued to serve as directors after the Annual Meeting.

Proposal 2

The proposal, by the audit committee of the Board of Directors, to ratify the appointment of Stegman & Company as the independent registered public accounting firm for the fiscal year ending December 31, 2012, as described in the proxy materials, was approved with approximately 98.05% of the shares present or represented and voting at the Annual Meeting voting for the proposal and approximately 0.90% voting against the proposal.

For Against Abstain
26,773,527 246,995 286,273

Proposal 3

In addition, at the Annual Meeting, stockholders approved an amendment to the 2007 Plan to increase the number of shares authorized for issuance under the 2007 Plan as described under Item 5.02(e) above. The stockholders' votes with respect to the amendment to the 2007 Plan were as follows:

For Against Abstain Broker Non-Votes 7,931,784 3,336,489 109,811 15,928,711

(d) Exhibits

Exhibit
Number                           Description
 10.1     Celsion Corporation 2007 Stock Incentive Plan, as amended