CASI PHARMACEUTICALS, INC. (NASDAQ:CASI) 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) CASI Pharmaceuticals, Inc. (the Company) held its 2017 annual
meeting of stockholders (the Annual Meeting) on June 8, 2017. At
the Annual Meeting, the Companys stockholders approved the
amendment to the Companys 2011 Long-Term Incentive Plan (the 2011
Plan).
Under the amendment to the 2011 Plan, the number of shares of
Common Stock reserved for issuance increased from 11,230,000 to
14,230,000. The Companys executive officers and directors are
eligible to receive awards under the 2011 Plan in accordance with
the terms and conditions set forth therein. A copy of the 2011
Plan was filed with the Securities and Exchange Commission on
April 14, 2017 as Appendix A to the Companys Definitive Proxy
Statement on Schedule14A (the Proxy Statement) for the Annual
Meeting and is incorporated herein by reference.
Item 5.07.Submission of Matters to a Vote of Security
Holders.
At the Annual Meeting, the Companys stockholders considered and
approved three proposals, each of which is described in more
detail in the Proxy Statement. The following is a brief
description of each matter voted upon at the Annual Meeting, and
the final voting results for each matter, including the number of
votes cast for or against each matter and the number of
abstentions and broker non-votes with respect to each matter.
Election of Directors. Each of Franklin C. Salisbury,
Jr. and Y. Alexander Wu, PhD. were elected to serve as a member
of the Board for a term expiring at the annual meeting of
stockholders as indicated in the Proxy Statement and until his
successor is duly elected and qualified, as follows:
| Director | FOR | WITHHELD | BROKER NON-VOTES | |||
| Franklin C. Salisbury, Jr. | 42,394,774 | 142,977 | 8,683,534 | |||
| Y. Alexander Wu, Ph.D | 42,394,522 | 143,229 | 8,683,534 |
Approval of the amendment to the 2011 Long-Term Incentive
Plan. The stockholders voted to approve the amendment to the
2011 Plan, as follows:
| FOR | 42,119,270 | |
| AGAINST | 383,240 | |
| ABSTAIN | 35,241 | |
| BROKER NON-VOTES | 8,683,534 |
Ratify Independent Registered Public Accountants. The
stockholders ratified the appointment of CohnReznick LLP as the
Companys independent registered public accounting firm for the
fiscal year ending December31, 2017, as follows:
| FOR | 50,400,001 | |
| AGAINST | 232,471 | |
| ABSTAIN | 588,813 |
Approval of an advisory resolution on executive
compensation. The stockholders voted to approve the advisory
resolution on executive compensation, as follows:
| FOR | 41,701,991 | |
| AGAINST | 385,914 | |
| ABSTAIN | 449,846 | |
| BROKER NON-VOTES | 8,683,534 |
Advisory Recommendation on the Frequency of Future Advisory
Votes on Executive Compensation. The stockholders voted to
recommend that the advisory (non-binding) vote on executive
compensation be put forth to stockholders every three years, as
follows:
| 1-YEAR | 1,104,486 | |
| 2-YEARS | 172,037 | |
| 3-YEARS | 38,327,978 | |
| ABSTAIN | 2,933,250 | |
| BROKER NON-VOTES | 8,683,534 |
In accordance with the stockholder voting results, in which every
Three Years received the highest number of votes cast on the
frequency proposal, and the Board of Directors recommendation in
the Proxy Statement, our Board of Directors determined subsequent
to the Annual Meeting that future stockholder advisory
(non-binding) votes on executive compensation will occur every
three years. Accordingly, the next stockholder advisory
(non-binding) vote on executive compensation will be held at the
2020 annual meeting of stockholders. A stockholder advisory vote
on the frequency of stockholder advisory votes on executive
compensation is required to be held at least once every six
years.
Item 9.01Financial Statements and Exhibits.
| (d) | Exhibits |
| 10.1 |
CASI Pharmaceuticals, Inc. 2011 Long-Term Incentive Plan, as amended (previously filed with, and incorporated herein by reference to, the Companys Definitive Proxy Statement filed on April 14, 2017) |
About CASI PHARMACEUTICALS, INC. (NASDAQ:CASI)
CASI Pharmaceuticals, Inc. is a biopharmaceutical company. The Company is focused on the acquisition, development and commercialization of therapeutics for cancer and other medical needs. It operates through the development of targeted therapeutics for the treatment of cancer segment. Its product pipeline includes internal development of its lead drug candidate, ENMD-2076; MARQIBO, ZEVALIN and EVOMELA, and early-stage candidates in preclinical development. Its ENMD-2076 is an orally active, Aurora A/angiogenic kinase inhibitor with a kinase selectivity profile and multiple mechanisms of action. Its Marqibo is a sphingomyelin/cholesterol liposome-encapsulated, formulation of vincristine sulfate. Its ZEVALIN (ibritumomab tiuxetan) injection for intravenous use is a CD20-directed radiotherapeutic antibody. Its EVOMELA is an intravenous formulation of melphalan being investigated by Spectrum in the multiple myeloma transplant setting. Its pipeline also includes 2ME2 (2-methoxyestradial).