UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 15, 2022, Bio-Path Holdings, Inc. (the “Company”) called to order its 2022 annual meeting of stockholders of the Company. At the meeting, the Company’s stockholders approved the Bio-Path Holdings, Inc. 2022 Stock Incentive Plan (the “2022 Plan”). A description of the 2022 Plan is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 28, 2022 (the “2022 Proxy Statement”) under the heading “Proposal Two: Approval of the 2022 Stock Incentive Plan,” which such description is incorporated herein by reference. This summary is qualified in its entirety by the full text of the 2022 Plan, which is filed as Exhibit 10.1 hereto, and the text of the forms of award agreements, copies of which are attached hereto as Exhibits 10.2 through 10.7.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the meeting, the Company’s stockholders: (i) elected the five persons listed below under Proposal 1 to serve as directors of the Company, to hold office until the Company’s next annual meeting of stockholders or until their respective successors have been duly elected and qualified; (ii) approved the 2022 Plan; (iii) approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers; and (iv) ratified and approved the appointment of Ernst & Young, LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2022. The following describes the results of the voting at the annual meeting:
| Proposal 1: | For the election of directors of the Company, to hold office until the Company’s next annual meeting of stockholders or until their respective successors have been duly elected and qualified: |
| Name of Nominee | Shares Voted “For” | Shares Voted “Against” | Shares Withheld | Shares Abstained | Broker Non- Votes | |||||
| Peter H. Nielsen | 2,154,714 | -- | 185,163 | -- | 1,937,120 | |||||
| Heath W. Cleaver | 2,094,257 | -- | 245,620 | -- | 1,937,120 | |||||
| Paul D. Aubert | 2,127,552 | -- | 212,325 | -- | 1,937,120 | |||||
| Aline Sherwood | 2,173,586 | -- | 166,291 | -- | 1,937,120 | |||||
| Douglas P. Morris | 2,166,978 | -- | 172,899 | -- | 1,937,120 |
| Proposal 2: | For the approval of the 2022 Plan: |
| Shares Voted “For” | Shares Voted “Against” | Shares Abstained | Broker Non- Votes | |||||
| 1,996,284 | 280,998 | 62,595 | 1,937,120 |
| Proposal 3: | For the non-binding advisory approval of the compensation of the Company’s named executive officers: |
| Shares Voted “For” | Shares Voted “Against” | Shares Abstained | Broker Non- Votes | |||||
| 2,076,879 | 237,410 | 25,588 | 1,937,120 |
| Proposal 4: | For the ratification and approval of the appointment of Ernst & Young, LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2022: |
| Shares Voted “For” | Shares Voted “Against” | Shares Abstained | Broker Non- Votes | |||||
| 3,920,967 | 300,923 | 55,107 | 0 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BIO-PATH HOLDINGS, Inc. | ||
| Dated: December 20, 2022 | By: | /s/ Peter H. Nielsen |
| Peter H. Nielsen | ||
| President and Chief Executive Officer | ||