Onconova Therapeutics,Inc. (NASDAQ:ONTX) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07. Submission of Matters to a Vote of Security Holders.
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 |