GNBT Generex Biotechnology Corporation (CE)

Compensation Committee Report

The full Board of Directors of Generex Biotechnology Corporation performing the functions of the Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the full Board of Directors commended and determined that the Compensation Discussion and Analysis be included in Generex’s Annual Report on Form 10-K for the year ended July 31, 2018 and in the proxy statement for the 2017 annual meeting.

Item 9. Independent public accountants.

Generex is requesting the shareholders ratify the appointment of Mazars USA, LLP as independent auditors for the fiscal year ended July 31, 2019. MNP LLP ("MNP") served as our independent auditors since June 1, 2013, and resigned on May 6, 2019.

MNP’s reports on our financial statements for the fiscal years ended July 31, 2018 and July 31, 2017 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that MNP’s reports on our financial statements for the fiscal years ended July 31, 2018 and July 31, 2017 did contain an explanatory paragraph regarding their substantial doubt as to our ability to continue as a going concern, and the lack of any adjustments to the financial statements that might result from that circumstance.

During our past two fiscal years and the interim period through May 6, 2019, we had no disagreements with MNP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to MNP’s satisfaction, would have caused MNP to make reference to the subject matter of the disagreement in connection with its report.

During our past two fiscal years and the interim period through May 6, 2019 MNP did not advise us of any of the matters specified in Item 304(a)(v) of Regulation S-K, except as follows:

MNP advised management of material weaknesses in internal controls during its review of our financial statements for the fiscal quarter ended January 31, 2019.  The internal control deficiencies were disclosed and detailed in Part 1, Item 4 of our 10-Q/A for that period, filed April 16, 2019. MNP discussed these issues with the Chairman of our Audit Committee. Generex has authorized MNP to respond fully to the inquiries of any successor accountant retained by Generex regarding these issues.

Generex has provided MNP a copy of the form 8-K and stating and requested MNP provide a letter to the Commission stating whether MNP agrees or disagrees with the statements contained herein.

During our fiscal years ended July 31, 2018 and July 31, 2017, and the interim period through May 31, 2019, we have had no consultations with Mazars concerning: (a) the application of accounting principles to a specific transaction or the type of opinion that might be rendered on our financial statements as to which we received a written report or oral advice that was an important factor in reaching a decision on any accounting, auditing or financial reporting issue; or (b) any matter that was the subject of a disagreement or reportable event, as defined in Item 304(a)(1)(iv) of Regulation S-K.

The appointment of Mazars as independent public accountants was approved by the Board of Directors and audit committee of Generex Biotechnology Corporation.

^{(1) Mark Corrao has 95,000 valued at $9,892 which are included in “Executive Group”}

^{(2) Richard Purcell has 369,500 valued at $268,234 which are included in “Non-executive Officer Employee Group”}

^{(3) 253,500 options of non-executive directors valued at $75,843 are included in “Non-executive Officer Employee Group.” There are a total of 369,000 options outstanding with a dollar value of $87,933.}

^{(4) Including the notes above, an additional 1,868,500 have been subsequently forfeited due to employee terminations, leaving a total of 2,535,000 options outstanding valued at $2,523,972 in the “Non-executive Officer Employee Group”}

^{(1) 232 options were forfeited during the year leaving a total of 2,100 options outstanding valued at $64,000}

^{(2) 6,718 options were forfeited during the year leaving a total of 9,450 options outstanding valued at $288,000}

2001 Stock Option Plan – all stock and options under the 2001 stock option have been exercised or expired.

Item 11. Authorization or issuance of securities otherwise than for exchange.

None

Item 12. Modification or exchange of securities.

No Securities are being Modified or exchanged pursuant to this annual vote.

Item 13. Financial and other information.

The Company’s filings on EDGAR are hereby incorporated into this DEF 14A by reference, specifically the Company’s 10-K, the annual report, for the fiscal year ended July 31, 2018 filed on October 26, 2018, the Company’s 10-Q, the first quarterly report, for the period ended October 31, 2018, filed on December 24, 2018, the Company’s 10-Q, the second quarterly report, for the period ended January 31, 2019, and the Company’s 10-Q, the Company’s third quarterly report, for the period ended April 30, 2019, can be found on EDGAR at www.sec.gov.

Item 14. Mergers, consolidations, acquisitions and similar matters.

No merger, consolidation, acquisitions, or similar matters are being voted upon.

Item 15. Acquisition or Disposition of Property.

Generex had issued a dividend of Antigen Express, Inc. d/b/a NuGenerex Immuno-Oncology to its shareholders in the amount of 1 share of Antigen Express, Inc. for every 4 shares of Generex common stock in February 2019. While this is not a disposition of one of its subsidiaries as Generex maintains majority control, it should be noted for full disclosure that Generex diluted its interest in Antigen to the benefit of Generex’s shareholders.

Item 16. Restatement of accounts.

No restatement of any accounts are being sought, disclosed, or ratified at this time.

Item 17. Action with respect to reports.

No actions or vote are scheduled to be taken with respect to any report concerning the Company’s directors, officers or committees or any minutes of a meeting of its security holders

Item 18. Matters not required to be submitted.

No actions or votes are scheduled to be taken with respect to any matter not required to be voted upon.

Item 19. Amendment of character, bylaws, or other documents.

No amendment of the character of any articles of incorporation, charter, bylaws, or other governing documents are being sought at this time.

Item 20. Other Proposed Actions.

No actions or votes are scheduled to be taken that are not specifically referred to in this 14A proxy statement.

Item 21. Voting Procedures.

Why am I being furnished this Proxy Statement?

This Proxy Statement is provided to the stockholders of Generex in connection with the solicitation by our Board of Directors of proxies for use at our annual meeting of stockholders to be held October 25, 2019 at 10:00 a.m. (EST), at 10102 USA Today Way, Miramar, Florida 33025, and any adjournments or postponements thereof.

What are the items of business for the meeting?

The items of business for the meeting are as follows:

Note - To conduct any other business as may properly come before the annual meeting or any adjournment or postponement thereof.

Who is soliciting my proxy?

The Board of Directors is soliciting your proxy in order to provide you with an opportunity to vote on all matters scheduled to come before the meeting whether or not you attend the meeting in person.

What if I received in the mail a Notice of Internet Availability of Proxy Materials?

In accordance with rules adopted by the Securities and Exchange Commission (SEC), we are providing access to our proxy materials over the Internet. Accordingly, on or about September 13, 019, we are mailing to our record and beneficial stockholders a Notice of Internet Availability of Proxy Materials, which contains instructions on how to access our proxy materials over the Internet. If you received a Notice of Internet Availability of Proxy Materials, you will not receive a printed copy of our proxy materials by mail unless you request one. You may request a printed copy of our proxy materials for the Annual Meeting. If you wish to receive a printed copy of our proxy materials, you should follow the instructions for requesting those materials included in the Notice of Internet Availability of Proxy Materials.

Who is entitled to vote?

You may vote if you owned shares of Generex’s common stock as of the close of business on September 3, 2019, which is the record date. You are entitled to one vote for each share of common stock that you own. As of September 6, 2019, there was one outstanding class of shares, the common voting shares. There were 64,223,955 outstanding shares, making an affirmative vote of 32,111,977 +1.

How do I vote before the meeting?

If you hold your shares in your own name as the stockholder of record, you have three options for voting and submitting your proxy before the meeting:

If you are a street-name stockholder, you will receive instructions from your bank, broker or other nominee describing how to vote your shares. Certain of these institutions offer telephone and Internet voting. Please refer to the information forwarded by your bank, broker or other nominee to see which options are available to you.

We provide Internet and telephone proxy voting to allow you to vote your shares on-line or by telephone, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet or telephone access, such as usage charges from Internet access providers and telephone companies.

What shares can I vote?

You may vote all shares owned by you as of the close of business on September 3, 2019, the record date. These shares include:

May I vote at the meeting?

You may vote your shares at the meeting if you attend in person. If you hold your shares through an account with a bank or broker, you must obtain a legal proxy from the bank or broker in order to vote at the meeting. Even if you plan to attend the meeting, we encourage you to vote your shares by proxy over the Internet, by telephone or by mail.

How do I revoke my proxy?

You may revoke your proxy at any time before the polls close at the meeting.

If you are the record holder of your shares, you may change you vote by:

If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank for revoking your proxy.

Will my shares be voted if I do not return my proxy?

If your shares are registered directly in your name, your shares will not be voted if you do not vote over the Internet, vote by telephone, return your proxy, or vote by ballot at the annual meeting.

If your shares are held in “street name,” your brokerage firm, under certain circumstances, may vote your shares for you if you do not return your proxy. Brokerage firms have authority to vote customers’ un-voted shares on some routine matters. It is possible that brokers will not have discretionary voting authority with respect to certain items; in which case, if you do not instruct your broker how to vote with respect to non-routine items, your broker may not vote with respect to those matters. We encourage you to provide voting instructions to your brokerage firm by giving your proxy. This ensures your shares will be voted at the Annual Meeting according to your instructions. You should receive directions from your brokerage firm about how to submit your proxy to them at the time you receive this Proxy Statement.

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

If you are a stockholder of record and you do not specify your vote on each proposal individually when submitting a proxy via the Internet or by telephone, or if you sign and return a proxy card without giving specific voting instructions, your shares will be voted as follows:

If you are a beneficial owner of shares registered in the name of your broker, bank or other nominee, and you do not provide the broker or other nominee that holds your shares with voting instructions, the broker or other nominee will determine if it has the discretionary authority to vote on the particular matter.

What does it mean if I receive more than one Notice of Internet Availability of Proxy Materials or one proxy card?

Your shares are probably registered in more than one account. You should vote all of your shares. We encourage you to consolidate all of your accounts by registering them in the same name, social security number and address. For assistance consolidating accounts where you are the stockholder of record, you may contact our transfer agent, Broadridge Financial Solutions, at 1-800-733-1121.

May stockholders ask questions at the meeting?

Yes. Generex representatives will answer stockholders’ questions of general interest at the end of the meeting.

How many votes must be present to hold the meeting?

Generally, in order for us to conduct our meeting, a majority of our outstanding shares of common stock as of September 3, 2019 must be present in person or by proxy at the meeting. This is referred to as a quorum. If a quorum is not present, we expect that the annual meeting will be adjourned until we obtain a quorum. Under our By-laws, the holders of a majority of the voting rights for a particular proposal must be present at the meeting for a quorum to exist as to that proposal.

Your shares are counted as present at the meeting if you attend the meeting and vote in person or if you properly return a proxy by mail. Shares voted by banks or brokers on behalf of beneficial owners are also counted as present at the meeting. In addition, abstentions and broker non-votes will be counted for purposes of establishing a quorum with respect to any matter properly brought before the meeting. Broker non-votes occur on a matter when a bank or broker is not permitted under applicable rules and regulations to vote on a matter without instruction from the beneficial owner of the underlying shares and no instruction has been given.

How many votes are needed for each proposal and how are the votes counted?

The standard for voting is as follows:

How will proxies be voted on other items or matters that properly come before the meeting?

If any other items or matters properly come before the meeting, the proxies received will be voted on those items or matters in accordance with the discretion of the proxy holders.

Is Generex aware of any other item of business that will be presented at the meeting?

The Board of Directors does not intend to present, and does not have any reason to believe that others will present, any item of business at the annual meeting other than those specifically set forth in the notice of the meeting. However, if other matters are properly brought before the meeting, the persons named on the enclosed proxy will have discretionary authority to vote all proxies in accordance with their best judgment.

Who can answer any questions I may have about the annual meeting of stockholders and voting my shares?

Shareholders may contact Broadridge, Generex's transfer agent for the annual meeting of stockholders, toll-free at (800) 733-1121.

Where do I find the voting results of the annual meeting?

We will report the voting results in a current report on Form 8-K within four business days after the end of the annual meeting.

Who bears the costs of soliciting these proxies?

The Company has bore the cost of this proxy solicitation.

Item 22. Information required in investment company proxy statement.

Not applicable.

Item 23. Delivery of documents to security holders sharing an address.

Only proxy statement, or Notice of Internet Availability of Proxy Materials, as applicable, is being delivered to multiple security holders sharing an address unless the registrant has received contrary instructions from one or more of the security holders prior to the transmittal of this proxy statement.

The Company shall deliver promptly, upon written or oral request, a separate copy of the annual report to security holders, proxy statement, or Notice of Internet Availability of Proxy Materials, as applicable, to a security holder at a shared address to which a single copy of the documents was delivered and provide instructions as to how a security holder can notify the Company that the security holder wishes to receive a separate copy of an annual report to security holders, proxy statement, or Notice of Internet Availability of Proxy Materials, as applicable.

The Company’s address is 10102 USA Today Way, Miramar, Florida 33025, (416) 364-2551, and if you are a shareholder wishing to receive a separate copy of the proxy materials, please mail or phone the Company and the Company will mail you a separate copy of the proxy materials.