CONTRAFECT CORPORATION
SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 7, 2019
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28 Wells Avenue, 3
rd
Floor
Yonkers, NY 10701
Tel: 914.207.2300
Fax: 914.207.2399
WWW.CONTRAFECT.COM
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April 2, 2019
Dear
ContraFect Stockholder,
The proxy statement for the 2019 Annual Meeting of Stockholders (the
Proxy Statement
) of ContraFect
Corporation, a Delaware corporation (the
Company
), to be held on May 7, 2019 (the
Meeting
), was filed with the Securities and Exchange Commission on March 20, 2019. Since then, there have been
developments regarding the management and Board of Directors (the
Board
) of the Company. We are reaching out to you to describe these recent events and to supplement portions of the Proxy Statement as set forth in this Supplement
to the Proxy Statement.
Recent Developments
On
April 1, 2019, Steven C. Gilman, Ph.D. notified the Company of his resignation as President and Chief Executive Officer and Chairman of the Board, effective on April 2, 2019. Dr. Gilman will remain a director of the Company, and was
appointed to serve as Vice Chairman of the Board and as Chairman of the Companys Science and Technology Committee, effective on April 2, 2019.
As a result of Dr. Gilmans resignation, the Board appointed Roger J. Pomerantz, M.D., F.A.C.P. as President and Chief Executive Officer and
Chairman of the Board, effective on April 2, 2019. As a result of his appointment, the Board determined that Dr. Pomerantz no longer qualifies as independent under the rules of The Nasdaq Stock Market, LLC (the
Nasdaq
Rules
) and Rule
10A-3
under the Securities and Exchange Act of 1934, as amended (
Rule
10A-3
). The Board therefore removed Dr. Pomerantz
as a member of the Audit Committee and appointed Isaac Blech as a member of the Audit Committee, effective on April 2, 2019. The Board determined that Mr. Blech is independent under the Nasdaq Rules and Rule
10A-3
for service as a member of the Audit Committee.
Compensation Arrangements
On April 2, 2019, in connection with his appointment as President and Chief Executive Officer, Dr. Pomerantz entered into an employment agreement
(the
Employment Agreement
) with the Company pursuant to which Dr. Pomerantz is entitled to receive an annual base salary of $550,000, subject to periodic review and adjustment by the Board, and an annual target bonus
opportunity of 80% of his annual base salary. In addition, the Board has granted Dr. Pomerantz a stock option under its 2014 Omnibus Incentive Plan to purchase 3,200,000 shares of the Companys common stock, which will vest as to 25% of
the underlying shares on the first anniversary of Dr. Pomerantz commencing employment with the Company and as to an additional 6.25% of the underlying shares upon Dr. Pomerantzs completion of each three months of continuous service
to the Company thereafter.