ContraFect Corporation (NASDAQ:CFRX) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item5.03
|
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May2, 2017, ContraFect Corporation (the Company) held its
Annual Meeting of Stockholders, at which the Companys
stockholders approved an amendment to the Companys Amended and
Restated Certificate of Incorporation, as amended (the COI), to
increase the number of authorized shares of the common stock of
the Company from 100,000,000 to 200,000,000.
The Companys board of directors (the Board) previously approved
the amendment to the COI and, on May2, 2017, the Company filed a
Certificate of Amendment to the COI with the Secretary of State
of the State of Delaware.
The foregoing description of the Certificate of Amendment does
not purport to be complete and is qualified in its entirety by
reference to the full text of the Certificate of Amendment, which
is filed as Exhibit 3.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
| Item5.07. |
Submission of Matters to a Vote of Security Holders. |
On May2, 2017, the Company held its Annual Meeting of
Stockholders. A total of 36,239,642 shares of common stock were
present in person or represented by proxy at the meeting,
representing approximately 87% percent of the Companys
outstanding common stock as of the March20, 2017 record date. The
following are the voting results for the proposals considered and
voted upon at the meeting, each of which were described in the
Companys Definitive Proxy Statement filed with the Securities and
Exchange Commission on March28, 2017.
Item 1 Election of eight directors for a term of office expiring
on the date of the annual meeting of stockholders in 2018 and
until their respective successors have been duly elected and
qualified.
| NOMINEE | VotesFOR | Votes WITHHELD | BrokerNon-Votes | |||||||||
|
Steven C Gilman, Ph.D. |
22,397,985 | 1,439,006 | 12,402,651 | |||||||||
|
Sol Barer, Ph.D. |
22,540,579 | 1,296,412 | 12,402,651 | |||||||||
|
Isaac Blech |
20,222,679 | 3,614,312 | 12,402,651 | |||||||||
|
David N. Low, Jr. |
22,640,002 | 1,196,989 | 12,402,651 | |||||||||
|
Michael J. Otto, Ph.D. |
22,640,002 | 1,196,989 | 12,402,651 | |||||||||
|
Roger Pomerantz, M.D. |
22,640,002 | 1,196,989 | 12,402,651 | |||||||||
|
Lisa R. Ricciardi |
23,122,204 | 714,787 | 12,402,651 | |||||||||
|
Cary W. Sucoff, J.D. |
22,576,642 | 1,260,349 | 12,402,651 |
Item 2 Ratification of the appointment of Ernst Young LLP as the
Companys independent registered public accounting firm for the
year ending December31, 2017.
| VotesFOR | VotesAGAINST | VotesABSTAINED | BrokerNon-Votes | |||||||||
|
36,199,340 |
37,413 | 2,889 |
Item 3 Amendment of the Companys amended and restated certificate
of incorporation, as amended, to increase the number of
authorized shares of common stock of the Company from 100,000,000
to 200,000,000.
| VotesFOR | VotesAGAINST | VotesABSTAINED | BrokerNon-Votes | |||||||||
|
25,848,418 |
5,926,039 | 4,465,185 |
Based on the foregoing votes, the eight director nominees were
elected and Items 2 and 3 were approved.
| Item9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit No. |
Description |
|
| 3.1 |
Amended and Restated Certificate of Incorporation of ContraFect Corporation, dated August1, 2014, Certificate of Amendment dated May9, 2016 and Certificate of Amendment dated May2, 2017 |
2
ContraFect Corporation (NASDAQ:CFRX) Recent Trading Information
ContraFect Corporation (NASDAQ:CFRX) closed its last trading session down -0.15 at 1.45 with 34,913 shares trading hands.
