FORTRESS BIOTECH, INC. (NASDAQ:FBIO) 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.
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Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e)At the 2017 annual meeting of stockholders of Fortress
Biotech, Inc. (the Company), Company stockholders approved an
amendment to the Fortress Biotech, Inc. 2012 Employee Stock
Purchase Plan (the ESPP) to, among other things, increase the
number of shares of its common stock reserved for issuance
thereunder by 200,000 shares. You can find a summary of the
principal features of the ESPP in the definitive proxy statement
for the Companys 2017 annual meeting of stockholders, as filed
with the U.S. Securities and Exchange Commission on April 26,
2017 (the Proxy Statement), under the heading Proposal Two
Amendment to the Companys Employee Stock Purchase Plan.
At the meeting, Company stockholders also approved the Fortress
Biotech, Inc. Amended and Restated Long Term Incentive Plan (the
LTIP) for the Companys Chairman, President and Chief Executive
Officer, Lindsay A. Rosenwald, M.D., Executive Vice Chairman,
Strategic Development, Michael S. Weiss, or any limited liability
company or limited partnership owned and controlled by Dr.
Rosenwald or Mr. Weiss, provided such entity has a bona fide
service provider relationship with the Company (each an LTIP
Participant). The LTIP consists of a program to grant equity
interests in the Company and newly formed subsidiaries and a
performance-based bonus program that is designed to result in
performance-based compensation that is deductible without limit
under Section 162(m) of the Internal Revenue Code of 1986, as
amended. The LTIP also provides that the LTIP Committee,
currently the Companys Compensation Committee, may, solely with
the consent of the LTIP Participant, cancel any unvested equity
grants for common stock of the Company made to such LTIP
Participant (whether inducement grants, grants made to the
previous LTIP or the LTIP, or any other grants) and issue
replacement awards for common stock of the Company in amounts no
greater than the canceled award, and subject to such terms as the
Companys Compensation Committee may determine. You can find a
summary of the principal features of the LTIP in the Proxy
Statement, under the heading Proposal Three Amendment and
Restatement of the Fortress Biotech, Inc. Long Term Incentive
Plan.
The above descriptions of the ESPP and LTIP are qualified in
their entirety by reference to the full and complete text of the
ESPP and LTIP filed as Exhibits 10.38 and 10.39 to this Current
Report on Form 8-K and incorporated herein by reference.
| Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
The Company held its 2017 annual meeting of stockholders on June
7, 2017. At the meeting, stockholders elected the following seven
members to the Companys Board of Directors to serve until the
Companys next annual meeting of stockholders or until their
successors have been elected and qualified, based on the
following votes:
| Nominee | For | Against | Abstain | Broker Non-Votes | |||||
| Lindsay A. Rosenwald, M.D. | 28,266,452 | 101,189 | 7,930 | 15,487,699 | |||||
| Eric K. Rowinsky, M.D. | 27,937,348 | 429,323 | 8,900 | 15,487,699 | |||||
| Jimmie Harvey, Jr., M.D. | 28,270,304 | 96,337 | 8,930 | 15,487,699 | |||||
| Malcolm Hoenlein | 28,245,715 | 121,835 | 8,021 | 15,487,699 | |||||
| Dov Klein | 28,001,632 | 365,009 | 8,930 | 15,487,699 | |||||
| J. Jay Lobell | 27,652,384 | 714,166 | 9,021 | 15,487,699 | |||||
| Michael S. Weiss | 27,927,890 | 439,751 | 7,930 | 15,487,699 |
The Board also approved and recommended to the stockholders and
the stockholders voted to reserve an additional 200,000 shares of
common stock for issuance under the ESPP. The vote on the
resolution was approved with 28,269,306 shares for, 73,487 shares
against, 32,778 shares abstaining, and 15,487,699 broker
non-votes.
The Board approved and recommended to the stockholders and the
stockholders voted on the approval of the LTIP. The vote on the
resolution was approved with 27,844,170 shares for, 448,340
shares against, 83,061 shares abstaining, and 15,487,699 broker
non-votes.
At the meeting, stockholders also ratified the appointment of BDO
USA, LLP as the Companys independent registered public accounting
firm for the fiscal year ending December 31, 2017. The vote for
such ratification was 43,714,367 shares for, 121,385 shares
against, 27,518 shares abstaining, and no broker non-votes.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description |
| 10.38 |
Fortress Biotech, Inc. 2012 Employee Stock Purchase Plan, as amended. |
| 10.39 |
Fortress Biotech, Inc. Amended and Restated Long Term Incentive Plan. |
About FORTRESS BIOTECH, INC. (NASDAQ:FBIO)
Fortress Biotech, Inc., formerly Coronado Biosciences, Inc., is a biopharmaceutical company. The Company is involved in the development of immunotherapy agents for the treatment of autoimmune diseases and cancer. Its sole product candidate is CNDO-109. The Company is also focused on acquiring, developing and commercializing pharmaceutical and biotechnology products. The Company’s product, CNDO-109, is a lysate (disrupted Closteroviridae (CTV)-1 cells, cell membrane fragments, cell proteins and other cellular components) that activates donor Natural Killer (NK) cells. CTV-1 is a leukemic cell line re-classified as a T-cell acute lymphocytic leukemia (ALL). The Company holds the license to develop and commercialize CNDO-109 to activate NK cells for the treatment of cancer-related and other conditions, and a non-exclusive license to certain clinical data solely for use in the Investigational new drug (IND) for CNDO-109. The Company is conducting the Phase I clinical studies of CNDO-109.
