CYCLACEL PHARMACEUTICALS, INC. (NASDAQ:CYCC) Files An 8-K Submission of Matters to a Vote of Security Holders

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CYCLACEL PHARMACEUTICALS, INC. (NASDAQ:CYCC) Files An 8-K Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) The Annual Meeting of Cyclacel Pharmaceuticals, Inc. (the
Company) was held on May30, 2017 (the
Annual Meeting).

(b) Proposals Submitted to the Companys Stockholders

The following proposals were submitted to the holders of the
Companys shares of common stock and voted upon at the Annual
Meeting: (i)the reelection of two Class 2 directors to the
Companys board of directors, (ii)the ratification of the
selection of RSM US LLP as the Companys independent registered
public accounting firm for the year ending December31, 2017,
(iii) the approval of a proposed amendment to the Companys 2015
Equity Incentive Plan (the 2015 Plan) to
increase the number of shares of common stock available for grant
under the 2015 Plan by adding 600,000 shares, and (iv) the
approval, on an advisory basis, of the executive compensation of
the Companys named executive officers, as disclosed in the
Companys proxy statement.

Proposals Submitted to Holders of Common Stock

(i) Votes of the common stockholders regarding the election of
the Class 2 director nominees were as follows:

VotesFor Votes Withheld Broker Non-Votes
David UPrichard 275,134 32,928 2,104,845
Spiro Rombotis 271,973 36,089 2,104,845

Based on the votes set forth above, David UPrichard and Spiro
Rombotis were duly reelected as Class 2 directors of the Company
to serve until the 2020 annual meeting of stockholders or until
their respective successors are elected and qualified or until
their earlier resignation or removal.

(ii) Votes of the common stockholders regarding the ratification
of RSM US LLP as the Companys independent registered public
accounting firm for the year ending December31, 2017 were as
follows:

VotesFor Votes Against Abstentions Broker Non-Votes
2,274,912 129,655 8,340

Based on the votes set forth above, the selection of RSM US LLP
as the Companys independent registered public accounting firm for
the year ending December31, 2017 was ratified.

(iii) Votes of the common stockholders regarding the approval of
a proposed amendment to the Companys 2015 Equity Incentive Plan
to increase the number of shares of common stock available for
grant under the 2015 Equity Incentive Plan by adding 600,000
shares were as follows:

VotesFor Votes Against Abstentions Broker Non-Votes
200,325 99,585 8,152 2,104,845

Based on the votes set forth above, the proposal to approve a
proposed amendment to the 2015 Plan to increase the number of
shares of common stock available for grant under the 2015 Plan by
adding 600,000 shares was approved.

(iv) Votes of the common stockholders, on an advisory basis,
regarding the executive compensation of the Companys named
executive officers, as disclosed in the Companys proxy statement,
were as follows:

VotesFor Votes Against Abstentions Broker Non-Votes
195,784 103,844 8,434 2,104,845

Based on the votes set forth above, the proposal to approve the
executive compensation of the Companys named executive officers,
as disclosed in the Companys proxy statement, was approved on an
advisory basis.

Proposals Submitted to Holders of Preferred Stock

The reelection of Lloyd Sems as a Class 2 director of the
Companys board of directors was submitted to the holders of the
Companys shares of 6% Convertible Exchangeable Preferred Stock
(the Preferred Stock) and voted upon at the
Annual Meeting.

Under the bylaws of the Company, where a separate vote of a class
or series is required, a majority of the outstanding shares of
such class or series must be present in person or represented by
proxy in order to establish a quorum. No action was taken on the
proposal to reelect Lloyd Sems as a Class 2 director because the
Company did not have a quorum of preferred stockholders at the
Annual Meeting to vote on the proposal. The polls with respect to
this proposal will remain open for thirty days. Lloyd Sems will
remain a Class 2 director of the Company pending reelection or
until a successor is elected.

Item 8.01 Other Events.

On May 30, 2017, the board of directors of the Company declared a
quarterly cash dividend in the amount of $0.15 per share on the
Companys Preferred Stock. The cash dividend will be payable on
August 1, 2017 to the holders of record of the Preferred Stock as
of the close of business on July 14, 2017.

The Board considered numerous factors in determining whether to
declare the quarterly dividend, including the requisite financial
analysis and determination of a surplus. While the Board will
analyze the advisability of the declaration of dividends in
future quarters, there is no assurance that future quarterly
dividends will be declared.


About CYCLACEL PHARMACEUTICALS, INC. (NASDAQ:CYCC)

Cyclacel Pharmaceuticals, Inc. operates in the field of cell cycle biology. The Company has generated various families of anticancer drugs that act on the cell cycle, including nucleoside analogs, cyclin dependent kinase (CDK) inhibitors, polo-like kinase (PLK) inhibitors and Aurora Kinase/vascular endothelial growth factor receptor (AK/VEGFR) inhibitors. Its family of anticancer drugs that act on the cell cycle include sapacitabine, seliciclib and CYC065. Its lead candidate, sapacitabine, is an orally available nucleoside analog. A number of nucleoside drugs, such as gemcitabine and cytarabine, also known as Ara-C, both generic drugs, are in use as conventional chemotherapies. Seliciclib, its lead CDK inhibitor, is an oral inhibitor of CDK2/9 enzymes that are central to the process of cell division and cell cycle control. Its second-generation CDK inhibitor, CYC065, is an inhibitor of CDKs targeting CDK2/9 enzymes with utility in both hematological malignancies and solid tumors.

CYCLACEL PHARMACEUTICALS, INC. (NASDAQ:CYCC) Recent Trading Information

CYCLACEL PHARMACEUTICALS, INC. (NASDAQ:CYCC) closed its last trading session up +0.15 at 4.36 with 46,748 shares trading hands.