Enzo Biochem, Inc. (NYSE:ENZ) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Directors
On January 5, 2018 Dr. Elazar Rabbani was re-elected to the Board of Directors of Enzo Biochem, Inc. (the “Company”) as a Class III Director at the Enzo Biochem, Inc. Annual Meeting of Shareholders.
Dr. Rabbani is an Enzo Biochem founder and has served as the Company’s Chairman of the Board and Chief Executive Officer since its inception in 1976 and Secretary since November 25, 2009. Dr. Rabbani has authored numerous scientific publications in the field of molecular biology, in particular, nucleic acid labeling and detection. He is also the lead inventor of many of the Company’s pioneering patents covering a wide range of technologies and products. Dr. Rabbani received his Bachelor of Arts degree from New York University in Chemistry and his Ph.D. in Biochemistry from Columbia University. He is a member of the American Society for Microbiology.
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Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Shareholders (the “Annual Meeting”) on January 5, 2018. The following matters, all of which were set forth in the Proxy Statement, were voted on at the Annual Meeting. The final results of such voting are as indicated below.
1. Election of the nominee listed below to serve as Class III Director on the Board of Directors of the Company, to hold office for a term of three (3) years or until his successor has been duly elected and qualified:
| Nominee | Votes For | Withhold | Abstentions | Broker Non-Vote |
| Elazar Rabbani, Ph.D. | 32,994,400 | 2,212,033 | N/A | 7,865,886 |
2. Approve, in a nonbinding advisory vote, the compensation of the Company’s named executive officers:
| Votes for | 24,672,727 |
| Votes against | 10,017,211 |
| Abstentions | 516,495 |
| Broker Non-Votes | 7,865,886 |
3. Approve, in a nonbinding advisory vote, the frequency of future advisory votes on the compensation of the Company’s named executive officers:
| Votes for | |
| One Year | 30,437,059 |
| Two Years | 60,868 |
| Three Years | 3,637,954 |
| Votes against | N/A |
| Abstentions | 1,070,552 |
| Broker Non-Votes | 7,865,886 |
4. Approve, in a nonbinding advisory vote, an amendment and restatement of the Company’s 2011 Incentive Plan, including an increase in the number ofshares of common stock authorized for grant under such plan from up to 3,000,000 common shares to up to 5,000,000 common shares:
| Votes for | 32,672,345 |
| Votes against | 2,016,533 |
| Abstentions | 517,555 |
| Broker Non-Votes | 7,865,886 |
5. Ratification of the Company’s appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending July 31, 2018:
| Votes for | 42,280,922 |
| Votes against | 739,928 |
| Abstentions | 51,469 |
| Broker non-votes. | -0- |
On the basis of the above votes, (i) the nominee listed above was elected to serve as a Class III Director on the Board of Directors of the Company, to hold office for a term of three (3) years or until his successor has been duly elected and qualified; (ii) the proposal to approve, in a nonbinding advisory vote, the compensation of the Company’s named executive officers was approved; (iii) a majority of votes were cast in favor of a one year frequency with respect to the proposal to approve, in a nonbinding advisory vote, the frequency of future advisory votes on the compensation of the Company’s named executive officers; (iv) the proposal to approve, in a non binding advisory vote, an amendment and restatement of the Company’s 2011 Incentive Plan, including an increase in the number ofshares of common stock authorized for grant under such plan from up to 3,000,000 common shares to up to 5,000,000 common shares was approved; and (v) the proposal to ratify the Company’s appointment of EisnerAmper LLP to serve as the Company’s independent registered public accounting firm for the Company’s fiscal year ending July 31, 2018 was approved.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description |
| 10.1 | Amended and Restated 2011 Incentive Plan. |
ENZO BIOCHEM INC ExhibitEX-10.1 2 c90078_ex10-1.htm Exhibit 10.1 ENZO BIOCHEM,…To view the full exhibit click here
About Enzo Biochem, Inc. (NYSE:ENZ)
Enzo Biochem, Inc. is a bioscience company focusing on delivering and applying technology capabilities to produce products and services. The Company’s segments include Enzo Clinical Labs, Enzo Life Sciences and Enzo Therapeutics. Enzo Clinical Labs is a clinical reference laboratory providing a range of clinical services to physicians, medical centers, other clinical labs and pharmaceutical companies. It offers a menu of molecular and other clinical laboratory tests or procedures. Enzo Life Sciences manufactures, develops and markets products and tools to clinical research, drug development and bioscience research customers. Enzo Therapeutics is a biopharmaceutical venture that develops multiple approaches in the areas of gastrointestinal, infectious, ophthalmic and metabolic diseases. Its products in the development pipeline include a range of assays for detection of various women’s health infectious agents, as well as for use in the identification of pathogens for other markets.