UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, DC 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT 

PURSUANT TO SECTION 13 OR 15(d) OF THE 

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): July 30, 2021

 

 

 

Onconova Therapeutics, Inc.

 

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware 001-36020 22-3627252
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation or Organization) File Number) Identification No.)

 

375 Pheasant Run 

Newtown, PA 18940 

(267) 759-3680 

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $.01 per share   ONTX   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On July 30, 2021, Onconova Therapeutics, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). As previously disclosed in Form 8-Ks filed on June 25, 2021 and July 16, 2021, the Company had adjourned its Annual Meeting due to a lack of quorum. A total of 7,965,991 shares were represented at the Annual Meeting, which represented a quorum. At the Annual Meeting, the stockholders of the Company voted on the below proposals. The voting results on these proposals were as follows:

 

Proposal 1. To elect six directors, each to hold office until the 2022 Annual Meeting of Stockholders and until his or her successor is elected and qualified. Each nominee for director was elected by a vote of the stockholders as follows:

 

Nominee   For     Withheld     Broker Non-Votes  
Steven M. Fruchtman, M.D.     3,581,253       904,519       3,480,219  
Jerome E. Groopman, M.D.     3,488,719       997,053       3,480,219  
James J. Marino     3,599,873       885,899       3,480,219  
Viren Mehta     3,506,351       979,421       3,480,219  
M. Teresa Shoemaker     3,623,576       862,196       3,480,219  
Jack E. Stover     3,611,580       874,192       3,480,219  

 

Proposal 2 To consider and vote upon the 2021 Incentive Compensation Plan. The proposal was approved by a vote of the stockholders as follows:

 

For   Against   Abstain   Broker Non-Votes
3,038,893   909,680   537,199   3,480,219

 

Proposal 3. To approve, on an advisory basis, the compensation of our named executive officers. The proposal was approved by a vote of the

stockholders as follows:

 

For   Against   Abstain   Broker Non-Votes
2,746,871   1,014,427   724,474   3,480,219

 

Proposal 4. To consider and vote upon the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. The proposal was approved by a vote of the stockholders as follows:

 

For   Against   Abstain   Broker Non-Votes
7,164,479   299,353   502,159   0

 

With regard to Proposal 3, the Company’s Compensation Committee of the Board of Directors takes note of the results of the advisory “say-on-pay” proposal and expects to consider these results and feedback received from the Company’s ongoing stockholder engagement program, among the factors considered in connection with continuing to discharge its responsibilities in setting the compensation of the Company’s named executive officers.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: July 30, 2021 Onconova Therapeutics, Inc.

 

  By: /s/ MARK GUERIN
  Name: Mark Guerin
  Title: Chief Financial Officer

 

 

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