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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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Annual Meeting of Stockholders
On July 12, 2017, CytRx Corporation
(the “Company, "our," or "we") held its 2017 Annual Meeting of Stockholders (the “Annual
Meeting”). At the Annual Meeting, 116,675,395 shares, or approximately 76.7% of all outstanding shares of common stock,
were present either in person or by proxy. The following is a brief description of each matter voted upon and the certified
voting results, including the number of votes cast for and against each matter and, if applicable, the number of abstentions
and broker non-votes with respect to each matter.
(1) To elect Steven A. Kriegsman to
serve as a Class II director until the 2020 Annual Meeting of Stockholders;
(2) To approve an amendment to our Restated
Certificate of Incorporation to enable our board of directors, in its discretion, to effect a reverse stock split of our outstanding
common stock at any time prior to the 2018 annual meeting of our stockholders in the range of between 1-for-3 and 1-for-8 shares;
(3) To approve an amendment to our 2008
Stock Incentive Plan to fix the aggregate number of shares of our common stock subject to the 2008 Plan at 10,000,000 shares, subject
to the approval of Proposal 2 relating to the reverse stock split and after giving effect to the reverse stock split, if any;
(4) To approve an amendment to our 2008
Stock Incentive Plan to fix the limitation on awards of stock options during any twelve-month period to any one participant, which
we refer to as the "Section 162(m) limitation," at 1,500,000 shares, subject to the approval of Proposal 2 relating to
the reverse stock split and after giving effect to the reverse stock split, if any;
(5) To approve an amendment to our Restated
Certificate of Incorporation to increase the total number of shares of all classes of stock that we shall have the authority to
issue to up to Five Hundred Five Million (505,000,000), of which Five Hundred Million (500,000,000) shall be common stock, par
value $0.001 per share, and Five Million (5,000,000) shall be preferred stock, par value $0.01 per share, which amendment will
be effected only if Proposal 2 relating to the reverse stock split is not approved or the reverse stock split is not effected;
(6) To recommend, by advisory vote,
the frequency of future stockholder advisory votes to approve the compensation of our named executive officers;
(7) To approve, on a non-binding advisory
basis, the compensation of our named executive officers as disclosed in the proxy statement; and
(8) To ratify the selection of BDO USA,
LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017.
Voting Results
Proposal 1:
Mr. Kriegsman
was elected as a Class II director, having received a plurality of the votes with 31,094,549 “FOR” votes and 40,333,756"WITHHELD”
votes. In addition, there were 45,247,090 broker non-votes in connection with this proposal.
Proposal 2:
This proposal was
not approved by the stockholders, with 54,209,769 “AGAINST” votes, 52,402,503 “FOR” votes and10,063,123
“ABSTAIN” votes. There were no broker non-votes.
Proposal 3:
This proposal was
not approved by the stockholders, with 54,332,233 “AGAINST” votes, 12,721,312 “FOR” votes and 4,374,760
“ABSTAIN” votes. There were 45,247,090 broker non-votes in connection with this proposal.
Proposal 4:
This proposal was
not approved by the stockholders, with 52,941,116 “AGAINST” votes, 14,345,643 “FOR” votes and 4,141,546
“ABSTAIN” votes. There were 45,247,090 broker non-votes in connection with this proposal.
Proposal 5:
This proposal
was not approved by the stockholders, with 74,993,781 “AGAINST” votes, 38,907,162 “FOR” votes and
2,774,452 “ABSTAIN” votes. There were 45,247,090 broker non-votes in connection with this proposal.
Proposal 6:
42,825,968 votes
for Annual, 4,592,790 votes for Biannual, 14,609,028 votes for Triennial, 9,400,519 Abstain. In accordance with the foregoing vote,
at the meeting held on July 12, 2017 immediately after the Annual Meeting, our Board of Directors decided to include annually an
advisory stockholder vote on the compensation of executives in its proxy material until the next required vote on the frequency
of stockholder votes on the compensation of directors.
Proposal 7:
This proposal was
not approved with 44,993,007 “AGAINST” votes, 20,466,315 “FOR” votes and 5,968,983 “ABSTAIN”
votes. There were 45,247,090 broker non-votes in connection with this proposal.
Proposal 8:
This proposal was
approved with 92,183,858 “FOR” votes, 16,824,152 “AGAINST” votes and 7,667,385 “ABSTAIN” votes.
There were no broker non-votes.