8-K 1 a19-11766_18k.htm 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): June 17, 2019

 

 

Onconova Therapeutics, Inc.

(Exact name of Registrant as specified in its charter)

 

 

Delaware

 

001-36020

 

22-3627252

(State or Other Jurisdiction
of Incorporation or Organization)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

 

375 Pheasant Run

Newtown, PA 18940

(267) 759-3680

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive

Offices)

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o        Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)

 

o        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o        Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, par value $.01 per share

 

ONTX

 

The Nasdaq Stock Market LLC

Common Stock Warrants

 

ONTXW

 

The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  o

 

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On June 17, 2019, Onconova Therapeutics, Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”). 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 one-year terms as directors of the Company, with such terms expiring as of the Company’s 2020 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

 

Broker Non-Votes

 

Steven M. Fruchtman

 

1,507,268

 

900,416

 

2,723,865

 

Jerome E. Groopman

 

1,506,944

 

900,740

 

2,723,865

 

Michael B. Hoffman

 

1,508,890

 

898,794

 

2,723,865

 

James J. Marino

 

1,507,311

 

900,373

 

2,723,865

 

Viren Mehta

 

1,507,323

 

900,361

 

2,723,865

 

E. Premkumar Reddy

 

1,508,686

 

898,998

 

2,723,865

 

Jack E. Stover

 

1,507,297

 

900,387

 

2,723,865

 

 

2. To consider and vote upon an amendment and restatement of the Onconova Therapeutics, Inc. 2018 Omnibus Incentive Compensation Plan to increase the number of shares available under the plan and to make certain other changes. The proposal was approved by a vote of the stockholders as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

1,417,263

 

965,786

 

24,635

 

2,723,865

 

 

3. To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2019. The proposal was approved by a vote of the stockholders as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

4,135,238

 

995,710

 

601

 

None

 

 

4. To approve, on an advisory basis, the compensation of our named executive officers. The proposal was approved by a vote of the stockholders as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

1,436,117

 

949,027

 

22,540

 

2,723,865

 

 

5. To conduct a non-binding advisory vote on a resolution to approve named executive officer compensation every one, two or three years. Voting on the proposal was as follows:

 

Every One Year

 

Every Two Years

 

Every Three Years

 

Abstain

 

Broker Non-Votes

 

1,339,735

 

43,783

 

925,766

 

98,400

 

2,723,865

 

 

Based upon these results, the Board of Directors has determined that the Company will hold an advisory vote on executive compensation every year, until the Board of Directors otherwise determines a different frequency for such votes.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: June 19, 2019

 

Onconova Therapeutics, Inc.

 

 

 

 

 

By:

/s/ MARK GUERIN

 

 

 

Name: Mark Guerin

 

 

 

Title: Chief Financial Officer

 

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