Item 5.07
Submission of Matters to a Vote of Security Holders
Annual Meeting of Stockholders
(a)
|
On Thursday, August 9, 2018, CytRx Corporation (the "Company") held its 2018 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, 25,675,500 shares, or approximately 76.33% of all outstanding shares of common stock, were present either in person or by proxy.
|
(b)
|
CytRx stockholders voted on the matters set forth below, with the final vote results presented below.
|
Proposal 1
– All nominees for election to the CytRx Board of Directors (the "Board") as Class III directors were elected, each for a three-year term set to expire at the Annual Meeting of Stockholders to be held in 2021, based upon the following votes:
Name
|
For
|
Withheld
|
Broker Non-Votes
|
Dr. Earl W. Brien
|
6,272,599
|
3,089,173
|
16,313,728
|
|
67.00%
|
33.00%
|
|
Mr. Joel K. Caldwell
|
6,225,532
|
3,135,128
|
16,313,728
|
|
66.51%
|
33.49%
|
|
Proposal 2
– Stockholders approved, on an advisory basis, the compensation of the Company's named executive officers, based upon the following votes:
For
|
Against
|
Abstain
|
Broker Non-Votes
|
4,760,214
|
4,523,967
|
77,591
|
16,313,728
|
50.85%
|
48.32%
|
0.83%
|
|
Proposal 3
– Stockholders approved the Board's proposal to ratify the appointment of BDO USA, LLP as CytRx's independent registered public accounting firm for 2018, based upon the following votes:
For
|
Against
|
Abstain
|
Broker Non-Votes*
|
17,449,279
|
7,190,630
|
1,035,591
|
0
|
67.96%
|
28.01%
|
4.03%
|
|
* Brokers were permitted to cast stockholder non-votes (uninstructed shares) at their discretion on this proposal item, and these non-votes are reflected in the results columns as either "For," "Against," or "Abstain."
Stockholder Proposals
Proposal S1:
the stockholder proposal regarding "Barring Officers and Employees From Board Service" was not approved based upon the following votes:
For
|
Against
|
Abstain
|
Broker Non-Votes
|
4,129,896
|
5,180,167
|
51,436
|
16,313,728
|
44.12%
|
55.88%
|
0.55%
|
|
Proposal S2
: the stockholder proposal regarding "Amend Charter to Terminate CEO Upon Felony Conviction" was not approved based upon the following votes:
For
|
Against
|
Abstain
|
Broker Non-Votes
|
4,454,335
|
4,859,085
|
48,352
|
16,313,728
|
47.58%
|
52.42%
|
0.52%
|
|
Proposal S3
: the stockholder proposal regarding "Pricing of Stock, Options and Warrants" was not approved based upon the following votes:
For
|
Against
|
Abstain
|
Broker Non-Votes
|
3,970,421
|
3,272,130
|
2,114,721
|
16,313,728
|
42.43%
|
57.57% **
|
22.60%
|
|
** In accordance with the Company's voting standards, abstentions are added to the tally of "Against" votes, since the shares underlying an abstention are counted as present at the Annual Meeting.
Proposal S4
: the stockholder proposal regarding "Indemnification of Officers" was not approved based upon the following votes:
For
|
Against
|
Abstain
|
Broker Non-Votes
|
3,821,241
|
3,370,788
|
2,169,743
|
16,313,728
|
40.82%
|
59.18% **
|
23.18%
|
|
** In accordance with the Company's voting standards, abstentions are added to the tally of "Against" votes, since the shares underlying an abstention are counted as present at the Annual Meeting.