CTI BIOPHARMA CORP. (NASDAQ:CTIC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k
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CTI BIOPHARMA CORP. (NASDAQ:CTIC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

(e) Compensatory Arrangements of Certain Officers.
The Board of Directors (the Board) of CTI BioPharma Corp. (the
Company) previously approved, subject to approval by the Companys
shareholders, the 2017 Equity Incentive Plan (the 2017 Plan). At
the Companys Annual Meeting of Shareholders on May 16, 2017 (the
Annual Meeting), the shareholders approved the 2017 Plan.
For a summary of the 2017 Plan, please refer to the heading Summary
contained in Proposal 3 of the Companys Definitive Proxy Statement
on Schedule 14A filed with the Securities and Exchange Commission
on March 28, 2017 (the Proxy Statement). Such summary is
incorporated herein by reference and is qualified in its entirety
by the text of the 2017 Plan, which is filed as Exhibit 10.1 hereto
and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 16, 2017, at the Annual Meeting, the shareholders voted on
and approved the six proposals listed below. The proposals are
described in detail in the Proxy Statement. The results are as
follows:
Proposal 1. Election of Directors
The shareholders voted on a proposal to elect eight directors to
the Board, each to serve one-year terms. The results of the voting
were as follows:
Nominee
Votes For
Votes Withheld
Broker Non-Votes
Adam R. Craig, M.D., Ph.D.
5,092,972
179,351
9,289,995
Richard L. Love
5,093,473
178,850
9,289,995
Michael A. Metzger
5,161,269
111,054
9,289,995
Phillip M. Nudelman, Ph.D.
4,543,872
728,451
9,289,995
Matthew D. Perry
4,498,223
774,100
9,289,995
Jack W. Singer, M.D.
5,092,562
179,761
9,289,995
Frederick W. Telling, Ph.D.
4,486,030
786,293
9,289,995
Reed V. Tuckson, M.D., F.A.C.P.
5,020,361
251,962
9,289,995
Each of the director nominees was elected to the Board.
Proposal 2. Approval of an Amendment to the Articles of
Incorporation
The shareholders voted on a proposal to approve an amendment (the
“Amendment”) to the Company’s Amended and Restated Articles of
Incorporation (the “Articles”). The Amendment increases the total
number of authorized shares from 41,533,333 to 81,533,333 and
increases the total number of authorized shares of common stock
from 41,500,000 to 81,500,000. The results of the voting included
13,232,462 votes for, 1,231,986 votes against, 97,870 votes
abstained and no broker non-votes. The Amendment to the Articles
was approved.
Proposal 3. Approval of the 2017 Equity Incentive Plan
The shareholders voted on a proposal to approve the 2017 Plan. The
results of the voting included 4,525,037 votes for, 721,170 votes
against, 26,116 votes abstained and 9,289,995 broker non-votes. The
2017 Plan was approved.
Proposal 4. Ratification of Selection of Independent Auditors
The shareholders voted on a proposal to ratify the selection of
Marcum LLP as the Companys independent auditors for the year ending
December 31, 2017. The results of the voting included 14,040,377
votes for, 440,538 votes against, 81,403 votes abstained and no
broker non-votes. The appointment of Marcum LLP was ratified.
Proposal 5. Advisory Vote to Approve Executive Compensation
The shareholders voted on a non-binding advisory proposal to
approve the compensation paid to the Companys named executive
officers as disclosed in the Proxy Statement. The results of the
voting included 4,316,172 votes for, 935,342 votes against, 20,809
votes abstained and 9,289,995 broker non-votes. The shareholders
approved, on a non-binding basis, the compensation paid to the
Companys named executive officers as disclosed in the Proxy
Statement.
Proposal 6. Advisory Vote to Approve the Frequency of Executive
Compensation Advisory Votes
The shareholders voted on a non-binding advisory proposal to
approve holding advisory votes on executive compensation every one,
two or three years. The results of the voting included 5,127,163
votes for every one year, 29,197 votes for every two years, 81,073
votes for every three years, 34,890 votes abstained and 9,289,995
broker non-votes. The shareholders approved, on a non-binding
basis, the holding of advisory votes on executive compensation
annually.
Item 7.01. Regulation FD Disclosure.
On May 16, 2017, the Company plans to issue a press release in
Italy regarding the Amendment to the Articles entitled “CTI
BioPharma Reports Results of Annual Meeting of Shareholders”. A
copy of the English translation of the press release is furnished
and not filed to Item 7.01 as Exhibit 99.1 to this Current Report
on Form 8-K.
Such information shall not be deemed to be filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the
Exchange Act), or otherwise subject to the liabilities of that
section, and shall not be deemed to be incorporated by reference
into any of the Companys filings under the Securities Act of 1933,
as amended, or the Exchange Act whether made before or after the
date hereof and regardless of any general incorporation language in
such filings, except to the extent expressly set forth by specific
reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No.
Description
Location
10.1
CTI BioPharma Corp. 2017 Equity Incentive Plan.
Filed herewith.
99.1
Press Release of CTI BioPharma Corp., dated May 16,
2017.
Furnished herewith.


About CTI BIOPHARMA CORP. (NASDAQ:CTIC)

CTI BioPharma Corp. (CTI) is a biopharmaceutical company focused on the acquisition, development and commercialization of targeted therapies covering a spectrum of blood-related cancers to patients and healthcare providers. The Company is primarily focused on commercializing PIXUVRI in select countries in the European Union, for multiply relapsed or refractory aggressive B-cell non-Hodgkin lymphoma (NHL). It is also engaged in evaluating pacritinib for the treatment of adult patients with myelofibrosis. Its earlier stage product candidate, tosedostat, is an oral, once-daily aminopeptidase inhibitor that has demonstrated responses in patients with acute myeloid leukemia (AML). It also evaluates its pipeline candidate paclitaxel poliglumex (Opaxio), which targets solid tumors. It is evaluating Opaxio through cooperative group sponsored trials and investigator-sponsored trials (ISTs), such as the ongoing maintenance therapy trial in patients with ovarian cancer.

CTI BIOPHARMA CORP. (NASDAQ:CTIC) Recent Trading Information

CTI BIOPHARMA CORP. (NASDAQ:CTIC) closed its last trading session down -0.08 at 4.19 with 45,587 shares trading hands.