Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements of Certain Officers.
The Board of Directors (the “Board”) of CTI BioPharma Corp. (the “Company”) previously approved, subject to approval by the Company’s shareholders, the 2017 Equity Incentive Plan (the “2017 Plan”). At the Company’s Annual Meeting of Shareholders on May 16, 2017 (the “Annual Meeting”), the shareholders approved the 2017 Plan.
For a summary of the 2017 Plan, please refer to the heading “Summary” contained in Proposal 3 of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 28, 2017 (the “Proxy Statement”). Such summary is incorporated herein by reference and is qualified in its entirety by the text of the 2017 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 16, 2017, at the Annual Meeting, the shareholders voted on and approved the six proposals listed below. The proposals are described in detail in the Proxy Statement. The results are as follows:
Proposal 1. Election of Directors
The shareholders voted on a proposal to elect eight directors to the Board, each to serve one-year terms. The results of the voting were as follows:
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Nominee
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Votes For
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Votes Withheld
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Broker Non-Votes
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Adam R. Craig, M.D., Ph.D.
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5,092,972
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179,351
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9,289,995
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Richard L. Love
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5,093,473
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178,850
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9,289,995
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Michael A. Metzger
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5,161,269
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111,054
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9,289,995
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Phillip M. Nudelman, Ph.D.
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4,543,872
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728,451
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9,289,995
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Matthew D. Perry
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4,498,223
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774,100
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9,289,995
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Jack W. Singer, M.D.
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5,092,562
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179,761
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9,289,995
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Frederick W. Telling, Ph.D.
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4,486,030
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786,293
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9,289,995
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Reed V. Tuckson, M.D., F.A.C.P.
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5,020,361
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251,962
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9,289,995
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Each of the director nominees was elected to the Board.
Proposal 2. Approval of an Amendment to the Articles of Incorporation
The shareholders voted on a proposal to approve an amendment (the "Amendment") to the Company's Amended and Restated Articles of Incorporation (the "Articles"). The Amendment increases the total number of authorized shares from 41,533,333 to 81,533,333 and increases the total number of authorized shares of common stock from 41,500,000 to 81,500,000. The results of the voting included 13,232,462 votes for, 1,231,986 votes against, 97,870 votes abstained and no broker non-votes. The Amendment to the Articles was approved.
Proposal 3. Approval of the 2017 Equity Incentive Plan
The shareholders voted on a proposal to approve the 2017 Plan. The results of the voting included 4,525,037 votes for, 721,170 votes against, 26,116 votes abstained and 9,289,995 broker non-votes. The 2017 Plan was approved.
Proposal 4. Ratification of Selection of Independent Auditors
The shareholders voted on a proposal to ratify the selection of Marcum LLP as the Company’s independent auditors for the year ending December 31, 2017. The results of the voting included 14,040,377 votes for, 440,538 votes against, 81,403 votes abstained and no broker non-votes. The appointment of Marcum LLP was ratified.
Proposal 5. Advisory Vote to Approve Executive Compensation
The shareholders voted on a non-binding advisory proposal to approve the compensation paid to the Company’s named executive officers as disclosed in the Proxy Statement. The results of the voting included 4,316,172 votes for, 935,342 votes against, 20,809 votes abstained and 9,289,995 broker non-votes. The shareholders approved, on a non-binding basis, the compensation paid to the Company’s named executive officers as disclosed in the Proxy Statement.
Proposal 6. Advisory Vote to Approve the Frequency of Executive Compensation Advisory Votes
The shareholders voted on a non-binding advisory proposal to approve holding advisory votes on executive compensation every one, two or three years. The results of the voting included 5,127,163 votes for every one year, 29,197 votes for every two years, 81,073 votes for every three years, 34,890 votes abstained and 9,289,995 broker non-votes. The shareholders approved, on a non-binding basis, the holding of advisory votes on executive compensation annually.