Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
November 18 2020 - 5:17PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION REQUIRED IN CONSENT STATEMENT
SCHEDULE 14A INFORMATION
Consent Statement Pursuant to Section 14(a) of
The Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
| ☐ | Preliminary Consent Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Consent Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material Under Rule 14a-12 |
ZIOPHARM ONCOLOGY, INC. |
(Name of Registrant as Specified in Its Charter)
|
|
ROBERT
W. POSTMA
WATERMILL
ASSET MANAGEMENT CORP.
JAIME
VIESER
HOLGER
WEIS
|
(Name of Persons(s) Filing Consent Statement, if Other Than the Registrant)
|
Payment of Filing Fee (Check the appropriate box):
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| ☐ | Fee paid previously with preliminary materials: |
☐ Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of
its filing.
| (1) | Amount previously paid: |
| (2) | Form, Schedule or Registration Statement No.: |
WaterMill Asset Management
Corp., together with the other participants named herein (collectively, “WaterMill”), has filed a definitive consent
statement and accompanying WHITE consent card with the Securities and Exchange Commission to be used to solicit consents from shareholders
of Ziopharm Oncology, Inc., a Delaware corporation (the “Company”), for a number of proposals, the ultimate effect
of which, if successful, would be to reconstitute the Board of Directors of the Company (the “Board”) through the removal
of four current members of the Board and the election of WaterMill’s three highly-qualified nominees.
Item 1: On November 18,
2020, WaterMill issued an Investor Presentation, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 2: Also on November
18, 2020, WaterMill posted the following materials to www.FixZiopharm.com:
This regulatory filing also includes additional resources:
ex991dfan14a12766002_111820.pdf
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