UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officer; Compensatory Arrangements of Certain Officers. |
As described under Item 5.07 of this Current Report on Form 8-K, on June 29, 2020, at the 2020 Annual Meeting of Stockholders (“Annual Meeting”) of Ziopharm Oncology, Inc. (the “Company”), the Company’s stockholders approved the Company’s 2020 Equity Incentive Plan (the “New Plan”), which was previously approved by the Company’s Board of Directors (the “Board”). The terms of the New Plan are described in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on May 18, 2020.
The foregoing description of the New Plan is a summary only and is qualified in its entirety by reference to the full text of the New Plan, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting of the Company, at which a quorum was present, was held on June 29, 2020. At the Annual Meeting, the stockholders of the Company voted on the following five proposals: (1) to elect the Board’s seven nominees for director to hold office until the Company’s 2021 Annual Meeting of Stockholders (“Proposal 1”); (2) to ratify the selection by the Audit Committee of the Board of RSM US LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2020 (“Proposal 2”); (3) to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on May 18, 2020 (“Proposal 3”); (4) to approve the New Plan (“Proposal 4”); and (5) to approve an amendment to the Company’s amended and restated certificate of incorporation (the “Charter”) to increase the authorized number of shares of common stock from 250,000,000 shares to 445,000,000 shares (“Proposal 5”). The final results of the voting on each proposal are set forth below.
Proposal 1 – Election of Directors
The Company’s stockholders elected all seven persons listed below as directors, each to serve until the Company’s 2021 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The votes cast were as follows:
| Nominee |
For |
Withheld |
Broker Non-Votes | |||
| Christopher Bowden |
75,339,585 |
60,176,423 |
51,853,062 | |||
| Scott Braunstein |
48,049,034 |
87,466,974 |
51,853,062 | |||
| Laurence J.N. Cooper |
81,443,534 |
54,072,474 |
51,853,062 | |||
| Elan Z. Ezickson |
59,072,371 |
76,443,637 |
51,853,062 | |||
| Heidi Hagen |
80,011,888 |
55,504,120 |
51,853,062 | |||
| Douglas W. Pagán |
59,240,566 |
76,275,442 |
51,853,062 | |||
| Scott Tarriff |
72,264,334 |
63,251,674 |
51,853,062 |
The Company’s bylaws provide that all elections of directors shall be determined by a plurality of the votes cast and, therefore, each of the persons listed above was elected. However, it is the Company’s policy that any nominee for director in an uncontested election who does not receive a majority of the votes cast shall submit his or her offer of resignation to the Company’s Board. At the Annual Meeting, each of Dr. Braunstein and Messrs. Ezickson and Pagán received more votes “withheld” from his election than votes “for” his election. In accordance with the Company’s director resignation policy, the Corporate Governance and Nominating Committee of the Board will consider whether to recommend that the Board accept or reject the conditional resignation of each of Dr. Braunstein and Messrs. Ezickson and Pagán, and the Board will then act on the Corporate Governance and Nominating Committee’s recommendations.
Proposal 2 - Ratification of the Selection by the Audit Committee of the Board of Directors of RSM US LLP as the Independent Registered Public Accounting Firm of the Company for its Fiscal Year Ending December 31, 2020
The Company’s stockholders approved Proposal 2. The votes cast were as follows:
| For |
Against |
Abstain |
Broker Non-Votes |
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| 125,655,349 |
58,581,252 |
3,132,469 |
— |
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Proposal 3 – Advisory Vote on Executive Compensation
The Company’s stockholders approved, on a non-binding advisory basis, Proposal 3. The votes cast were as follows:
| For |
Against |
Abstain |
Broker Non-Votes |
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| 76,263,368 |
58,155,226 |
1,097,414 |
51,853,062 |
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Proposal 4 – Approval of the New Plan
The Company’s stockholders approved Proposal 4. The votes cast were as follows:
| For |
Against |
Abstain |
Broker Non-Votes |
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| 76,323,084 |
58,012,380 |
1,180,544 |
51,853,062 |
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Proposal 5 – Approval of the Amendment to the Company’s Charter to Increase the Authorized Number of Shares of Common Stock from 250,000,000 Shares to 445,000,000 Shares
The Company’s stockholders did not approve Proposal 5. The votes cast were as follows:
| For |
Against |
Abstain |
Broker Non-Votes |
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| 85,930,579 |
100,034,157 |
1,404,334 |
— |
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No other items were presented for stockholder approval at the Annual Meeting.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. |
Description | |||
| 10.1 |
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| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ZIOPHARM ONCOLOGY, INC. | ||||||
| By: |
/s/ Robert Hadfield | |||||
| Date: June 30, 2020 |
Name: |
Robert Hadfield | ||||
| Title: |
General Counsel and Secretary | |||||