Onconova Therapeutics,Inc. (NASDAQ:ONTX) Files An 8-K Submission of Matters to a Vote of Security Holders

Onconova Therapeutics,Inc. (NASDAQ:ONTX) 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.

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On June27, 2018, Onconova Therapeutics,Inc. (the “Company”) held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”). While we commenced mailing of Annual Meeting proxy materials on June 8, 2018, the mailing process was not completed until June 13, 2018. As a result, because the completion of the mailing of Annual Meeting proxy materials was less than 15 calendar days prior to the Annual Meeting, all proposals to be voted on at the Annual Meeting were deemed non-routine under NYSE Rule 451. At the Annual Meeting, the Company’s stockholders voted on the following proposals:

1. To elect the seven nominees named in the Company’s proxy statement to serve for a one-year term as a director of the Company expiring at the Company’s 2019 Annual Meeting of Stockholders and, in each case, until a successor is elected and qualified. Each nominee for director was elected by a vote of the stockholders as follows:

Name

For

Withheld

BrokerNon-Votes

Jerome E. Groopman

43,577,391

387,443

Michael B. Hoffman

43,580,105

384,729

Ramesh Kumar

43,569,707

395,127

James J. Marino

43,574,903

389,931

Viren Mehta

43,562,284

402,550

E. Premkumar Reddy

43,574,186

390,648

Jack E. Stover

43,574,923

389,911

2. To consider and vote upon an amendment to our Tenth Amended and Restated Certificate of Incorporation, as amended, to combine outstanding shares of our common stock into a lesser number of outstanding shares, or a “reverse stock split”, by a ratio of not less than one-for-five and not more than one-for-fifteen, with the exact ratio to be set within this range by our Board of Directors in its sole discretion. The proposal was approved by a vote of the stockholders as follows:

For

Against

Abstain

BrokerNon-Votes

40,866,446

3,057,615

40,773

3. To consider and vote upon the 2018 Omnibus Incentive Compensation Plan. The proposal was approved by a vote of the stockholders as follows:

For

Against

Abstain

BrokerNon-Votes

43,229,065

669,430

66,339

A copy of the 2018 Omnibus Incentive Compensation Plan as approved by the stockholders is filed as Exhibit10.1 to this Current Report on Form8-K.

4. To ratify the selection of Ernst& Young LLP as the Company’s independent registered public accounting firm for the fiscal year ended December31, 2018. The proposal was approved by a vote of the stockholders as follows:

For

Against

Abstain

BrokerNon-Votes

43,811,245

146,177

7,412

5. To consider and vote upon a proposal to adjourn the Annual Meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the Annual Meeting to approve the reverse stock split. The proposal was approved by a vote of the stockholders as follows:

For

Against

Abstain

BrokerNon-Votes

41,037,294

2,905,670

21,870

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.

Exhibit

10.1

Onconova Therapeutics,Inc. 2018 Omnibus Incentive Compensation Plan.


Onconova Therapeutics, Inc. Exhibit
EX-10.1 2 a18-16170_1ex10d1.htm EX-10.1 Exhibit 10.1   ONCONOVA THERAPEUTICS,…
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About Onconova Therapeutics,Inc. (NASDAQ:ONTX)

Onconova Therapeutics, Inc. is a clinical-stage biopharmaceutical company. The Company operates through the identification and development of oncology therapeutics segment. It is focused on discovering and developing small molecule drug candidates to treat cancer. The Company has created a targeted anti-cancer agents designed to work against specific cellular pathways that are important to cancer cells. It has over three clinical-stage product candidates and various preclinical programs that target kinases, cellular metabolism or cell division in preclinical development. The Company’s lead product candidate, rigosertib, is being tested in both intravenous (IV) and oral formulations as a single agent, and the oral formulation is also being tested in combination with azacitidine, in clinical trials for patients with myelodysplastic syndromes (MDS), and related cancers. Its other product candidates include Briciclib and Recilisib.

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