PRELIMINARY COPY DATED JANUARY 31, 2020 — SUBJECT TO COMPLETION
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section
14(a) of the Securities Exchange Act of 1934
Filed by the Registrant x
Filed by a Party other than the Registrant o
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Enzo Biochem, Inc.
(Name of Registrant as Specified in Its
Charter)
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if Other Than the Registrant)
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PRELIMINARY COPY DATED JANUARY 31, 2020 — SUBJECT TO COMPLETION
[●], 2020
Dear All Shareholders of Enzo Biochem, Inc.:
As announced on January
28, 2020, the Enzo board of directors (the “Board”) has made a series of changes to the agenda for the upcoming 2019
Annual Meeting of Shareholders (the “Annual Meeting”) taking into account direct feedback received following significant
investor outreach and engagement with our top shareholders, including Harbert Discovery Fund, LP and Harbert Discovery Co-Investment
Fund I, LP (together with certain affiliates, “Harbert”). In order to allow shareholders sufficient time to review
the accompanying proxy supplement (the “Second Supplement”), the Annual Meeting scheduled for January 31, 2020 will
be adjourned and reconvened on February 25, 2020.
As a result of the changes
to the agenda and the Board withdrawing Bruce A. Hanna as a director candidate, the director candidates nominated by Harbert (the
“Harbert Nominees”) will now run unopposed as candidates for election as Class II Directors. In addition, Enzo is proposing
to shareholders: (1) to amend the By-Laws to increase the size of the Board from five to six directors and provide the Board discretion
to further increase or decrease the size of the Board between five and seven and (2) if the shareholders approve the Board expansion,
to vote to elect Barry W. Weiner as a Class III Director to the Board. The Board intends to appoint a new, highly qualified and
experienced, diverse independent director in the near future.
Accordingly, the Company
has revised its proxy card to reflect these changes. We encourage you to review the Second Supplement for additional information
about the Annual Meeting that has been updated.
Even if you previously
submitted a white or blue proxy card, we urge you to fill out and submit the enclosed GOLD proxy card today. The GOLD
proxy card enclosed with the Second Supplement differs from the proxy cards previously furnished to you with the Proxy Statement
dated December 5, 2019 (the “Proxy Statement”) or the first supplement to the Proxy Statement dated December 31, 2019
(the “First Supplement”). The enclosed GOLD proxy card reflects the proposal to expand the Board in addition
to the Company’s director nominees.
Any proxy or voting
instruction form may be revoked at any time prior to its exercise at the Annual Meeting, as described in the Proxy Statement. Only
your latest dated and signed proxy card or voting instruction form will be counted. If you have already voted on the previously
distributed white proxy card and you do not submit a GOLD proxy card or voting instruction form, your previously
submitted proxy or voting instruction form will still be voted at the Annual Meeting, but you will not be able to vote on the proposal
to expand the Board or the election of Mr. Weiner as a Class III Director. If you would like to cast your vote in favor of the
proposal to expand the Board or the election of Mr. Weiner, you must fill out and submit the enclosed GOLD proxy
card. THE BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE EXPANSION OF THE BOARD AND “FOR” THE ELECTION
OF EACH OF REBECCA J. FISCHER AS A CLASS I DIRECTOR AND BARRY W. WEINER AS A CLASS III DIRECTOR USING THE ENCLOSED GOLD
PROXY CARD. THE BOARD MAKES NO RECOMMENDATION AND IS NOT OPPOSING THE HARBERT NOMINEES.
While the Board makes
no recommendation on the election of the Harbert Nominees as Class II Directors, the Board is not nominating any opposing candidates,
essentially assuring the election of the Harbert Nominees. In accordance with New York law and the By-Laws, directors will be elected
by a plurality of the votes cast at the shareholder meeting. This means that the director candidate receiving the highest number
of “FOR” votes will be elected. Since the Board has not proposed any director candidates to oppose the Harbert
Nominees, assuming Harbert or any other shareholder votes for the Harbert Nominees, both will be elected to the Board.
YOUR VOTE IS IMPORTANT
Your vote at the Annual
Meeting is important. To assure that your shares are represented at the Annual Meeting, we urge you to date, sign and return the
enclosed GOLD proxy card in the postage-paid envelope provided, or vote by telephone or the Internet as instructed
on the GOLD proxy card, whether or not you plan to attend the Annual Meeting. If you previously submitted a proxy
card or a voting instruction form for the Annual Meeting, such proxy card or voting instruction form will continue to be valid
and will be voted at the Annual Meeting. If your shares are held for your account by a broker or other nominee, you should have
already received instructions from the holder of record that you must follow for your shares to be voted.
Please read the Proxy
Statement and First Supplement that were previously made available to shareholders and the enclosed Second Supplement in their
entirety, as the proposals have been updated in this Second Supplement and, together, they contain all of the information that
is important to your decisions in voting at the Annual Meeting.
On behalf of your Board of Directors, we thank you for your
continued support.
[●], 2020
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By Order of the Board of Directors,
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Barry W. Weiner
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President, Treasurer and Director
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PRELIMINARY COPY DATED JANUARY 31, 2020 — SUBJECT TO COMPLETION
NOTICE OF 2019 ANNUAL MEETING OF SHAREHOLDERS
To be convened on January 31, 2020 and
adjourned and reconvened on February 25, 2020
To All Shareholders of Enzo Biochem, Inc.:
NOTICE IS HEREBY
GIVEN that the 2019 Annual Meeting of Shareholders of Enzo Biochem, Inc., a New York corporation (the “Company”),
will convene at The Yale Club of New York City, 50 Vanderbilt Avenue, New York, NY 10017, on January 31, 2020, at 9:00 a.m. New
York City time and then immediately adjourn to be reconvened on February 25, 2020, at 9:00 a.m. New York City time at the same
location (including any adjournments, postponements or continuations thereof, the “Annual Meeting”), for the following
purposes:
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1.
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To approve an amendment to the Company’s By-Laws to increase the maximum size of the Board
from five (5) to six (6) members, and provide the discretion to the Board to increase or decrease the size of the Board within
the range of five (5) and seven (7) directors;
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To elect two directors to the Company’s Board of Directors (the “Board”) as Class
II Directors for a term of three (3) years or until their respective successors have been duly elected and qualified;
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To elect one director to the Board as a Class I Director for a term of two (2) years or until her
successor has been duly elected and qualified;
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If proposal No. 1 is approved by the shareholders, to elect one director to the Board as a Class
III Director for a term of one (1) year or until his successor has been duly elected and qualified;
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5.
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To approve, by a nonbinding advisory vote, the compensation of the Company’s Named Executive
Officers;
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6.
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To ratify the Company’s appointment of EisnerAmper LLP to serve as the Company’s independent
registered public accounting firm for the Company’s fiscal year ending July 31, 2020;
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7.
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To approve an amendment to the Company’s By-Laws to implement majority voting in uncontested
director elections; and
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To transact such other business as may properly come before the Annual Meeting.
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The accompanying supplement
(including all annexes attached thereto, the “Second Supplement”) to the proxy statement filed by the Company with
the SEC on December 5, 2019 (the “Proxy Statement”) and the first supplement to the Proxy Statement dated December
31, 2019 (the “First Supplement”) provide detailed information about the matters to be considered at the Annual Meeting.
As further described in this Second Supplement, the Company will convene and then immediately adjourn—without conducting
any business or holding discussions related to the proposals to be voted upon—the Annual Meeting originally scheduled to
occur at 9:00 a.m., New York City time, on January 31, 2020, and reconvene at 9:00 a.m. New York City time, on February 25, 2020.
Following significant
investor outreach and engagement with our top shareholders, the Board has determined that it is in the best interests of the Company
to expand the size of the Board at this time, withdraw Bruce A. Hanna as a director candidate, allow the director candidates nominated
by Harbert Discovery Fund, LP and Harbert Discovery Co-Investment Fund I, LP (together with certain affiliates, “Harbert”)
to run unopposed for the Class II Director positions and, if the shareholders approve the Board expansion, elect Barry W. Weiner
to the expanded Board as a Class III Director. The Board
also intends to appoint a new, highly qualified independent director in the near future.
Based on feedback received
from its shareholders, the Board has added a proposal for consideration at the Annual Meeting to increase the maximum size of the
Board from five to six directors and provide the Board discretion to further increase or decrease the size of the Board between
five and seven directors. The Board has also changed its recommendations and nominees for election to the Board, withdrawing Bruce
A. Hanna as a director candidate and allowing the Harbert Nominees to run unopposed as candidates for election as Class II Directors.
If the proposal to increase the size of the Board is approved, shareholders will also be asked to vote on an election proposal
to elect Barry W. Weiner as a Class III Director to the Board. Accordingly, the Board has revised its proxy card to reflect these
changes. We encourage you to review the Second Supplement for more updated information about the Annual Meeting.
The Board strongly urges
you not to sign or return any proxy card sent to you by Harbert. Any proxy or voting instruction form may be revoked at any time
prior to its exercise at the Annual Meeting, as described in the Proxy Statement. Only your latest dated and signed proxy card
or voting instruction form will be counted. If you have already voted on a previously distributed proxy card and you do not submit
a GOLD proxy card or voting instruction form, your previously submitted proxy or voting instruction form will still
be voted at the Annual Meeting, but you will not be able to vote on the proposal to expand the Board or Mr. Weiner as a Class III
Director. If you would like to cast your vote in favor of the proposal to expand the Board or the election of Mr. Weiner you must
fill out and submit the enclosed GOLD proxy card. THE BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE
EXPANSION OF THE BOARD AND “FOR” THE ELECTION OF EACH OF REBECCA J. FISCHER AS A CLASS I DIRECTOR AND BARRY W. WEINER
AS A CLASS III DIRECTOR USING THE ENCLOSED GOLD PROXY CARD. THE BOARD MAKES NO RECOMMENDATION ON AND IS NOT OPPOSING THE
HARBERT NOMINEES.
While the Board makes
no recommendation on the election of the Harbert Nominees as Class II Directors, it is not nominating any opposing candidates,
essentially assuring the election of the Harbert Nominees. In accordance with New York law and the By-Laws, directors will be elected
by a plurality of the votes cast at the shareholder meeting. This means that the director candidate receiving the highest number
of “FOR” votes will be elected. Since the Board has not proposed any director candidates to oppose the Harbert
Nominees, assuming Harbert or any other shareholder votes for the Harbert Nominees, both will be elected to the Board.
It is extremely important
that your shares be represented and voted at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, please vote
as soon as possible. We urge you to date, sign and return the GOLD proxy card in the envelope provided to you, or to use
the telephone or Internet method of voting described on your GOLD proxy card, even if you plan to attend the Annual Meeting,
so that if you are unable to attend the Annual Meeting, your shares can be voted. Voting now will not limit your right to change
your vote or to attend the Annual Meeting. If you should be present at the Annual Meeting and desire to vote in person, you may
withdraw your proxy. If your shares are held in the name of a broker, bank or other holder of record, follow the voting instructions
you received from the holder of record in order to vote your shares. Please note that in order to be permitted entrance to the
Annual Meeting you will be asked to present proof that you are a shareholder of the Company as well as valid government-issued
picture identification, such as a driver’s license or passport. The use of cameras, recording devices and other electronic
devices (including mobile phones) will be prohibited at the Annual Meeting.
Please carefully read
the Proxy Statement and First Supplement that were previously made available to shareholders and the enclosed Second Supplement
in their entirety, as the proposals have been updated in the Second Supplement and the Second Supplement explains the proposals
to be considered by and acted upon by you at the Annual Meeting.
The Board has fixed
the close of business on December 3, 2019 as the record date for the determination of holders of record of the Company’s
common stock entitled to notice of, and to vote at, the Annual Meeting. The record date has not changed as a result of the changes
to the agenda. A list of shareholders of record of the Company as of the record date will remain open for inspection at the continuation
of the Annual Meeting until the closing of the polls thereat.
We appreciate your continued
interest in the Company. We look forward to greeting as many of our shareholders as possible at the Annual Meeting. If you have
any questions or require any assistance with voting your shares, or if you need additional copies of the proxy materials, please
contact Investor Relations at (212) 583-0100 or our proxy solicitor, Kingsdale Advisors, at:
Kingsdale Advisors
(888) 518-1554 (toll-free in North America)
(416) 867-2272 (outside of North America)
email: ENZ@kingsdaleadvisors.com
[●], 2020
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By Order of the Board of Directors,
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Barry W. Weiner
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President, Treasurer and Director
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ALL HOLDERS OF RECORD OF THE COMPANY’S
COMMON STOCK (WHETHER THEY INTEND TO ATTEND THE ANNUAL MEETING OR NOT) ARE STRONGLY ENCOURAGED TO COMPLETE, SIGN, DATE AND RETURN
PROMPTLY THE GOLD PROXY CARD ENCLOSED WITH THE ACCOMPANYING SECOND SUPPLEMENT.
IMPORTANT NOTICE REGARDING THE AVAILABILITY
OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE CONVENED ON JANUARY 31, 2020 AND ADJOURNED AND RECONVENED ON FEBRUARY 25,
2020
This Notice of Annual
Meeting of Shareholders, the Proxy Statement, the First Supplement, the enclosed Second Supplement, the Company’s 2019 Annual
Report on Form 10-K and Form 10-K/A for the fiscal year ended July 31, 2019, and form of GOLD proxy card, and any
amendments thereto, are available free of charge at http://www.enzo.com/corporate/investor-information/enzo-sec-filings.
Information on our website does not constitute part of the Company’s proxy solicitation materials.
Shareholders may also
obtain a copy of these materials by writing to Enzo Biochem, Inc., 527 Madison Avenue, New York, NY 10022, Attention: Investor
Relations. Upon payment of a reasonable fee, shareholders may also obtain a copy of the exhibits to our Annual Report on Form 10-K
and Form 10-K/A for our fiscal year ended July 31, 2019. Any request for such materials should be delivered to the Company before
February 7, 2020 to facilitate timely delivery.
For information on how
to obtain directions to be able to attend the Annual Meeting and vote in person, please write to the Company’s principal
corporate office at 527 Madison Avenue, New York, NY 10022, Attention: Investor Relations or call (212) 583-0100 requesting such
information.
THE BOARD UNANIMOUSLY
RECOMMENDS VOTING “FOR” EXPANSION OF THE BOARD, “FOR” THE ELECTION OF EACH OF REBECCA J. FISCHER AS A CLASS
I DIRECTOR, “FOR” THE ELECTION OF BARRY W. WEINER AS A CLASS III DIRECTOR, “FOR” PROPOSAL 5, “FOR”
PROPOSAL 6 AND “FOR” PROPOSAL 7 USING THE ENCLOSED GOLD PROXY CARD. THE BOARD MAKES NO RECOMMENDATION ON THE
HARBERT NOMINEES. While the Board makes no direct recommendation on the election of the Harbert Nominees as Class II Directors,
it is not opposing their candidacy, essentially assuring their election. In accordance with New York law and the By-Laws, directors
are elected by a plurality of the votes cast at the shareholder meeting. This means that the director candidate receiving the highest
number of “FOR” votes will be elected. Since the Board is not nominating any director candidates to oppose the
Harbert Nominees, assuming Harbert or any other shareholder votes for them, both Harbert Nominees will be elected to the Board.
Kingsdale Advisors is
assisting us with our effort to solicit proxies. Therefore, requests for the above materials can also be made to Kingsdale Advisors
through the following channels: (1) by calling (888) 518-1554 (toll-free in North America); (2) by calling (416) 867-2272 (outside
of North America); or (3) by emailing ENZ@kingsdaleadvisors.com. Additionally, if you have any questions or require assistance
in authorizing a proxy or voting your shares of our common stock or in obtaining any of the above materials, please contact Kingsdale
Advisors through one of the three channels listed above. We are not aware of any other business, or any other nominees for election
as directors, that may properly be brought before the Annual Meeting.
IF YOU ARE A RECORD
HOLDER OF SHARES, OR AN OWNER WHO OWNS SHARES IN “STREET NAME” AND OBTAIN A “LEGAL” PROXY FROM YOUR BROKER,
BANK, TRUSTEE OR NOMINEE, YOU STILL MAY ATTEND THE ANNUAL MEETING AND VOTE YOUR SHARES OR REVOKE YOUR PRIOR VOTING INSTRUCTIONS.
Regardless of the number
of shares of our common stock that you own, your vote is very important. Thank you for your continued support, interest and investment
in Enzo Biochem, Inc.
TABLE OF CONTENTS
Page
PRELIMINARY COPY DATED JANUARY
31, 2020 — SUBJECT TO COMPLETION
SUPPLEMENT TO THE PROXY STATEMENT
FOR THE 2019 ANNUAL MEETING OF SHAREHOLDERS
This proxy supplement
(including all annexes attached hereto, this “Second Supplement”) supplements, amends and, to the extent inconsistent,
supersedes the corresponding information in the Proxy Statement dated December 5, 2019 (the “Proxy Statement”) and
the first supplement to the Proxy Statement dated December 31, 2019 (the “First Supplement”) for the 2019 Annual Meeting
of Shareholders (the “Annual Meeting”) of Enzo Biochem, Inc. (“Enzo,” “Enzo Biochem” or the
“Company”), each as filed with the Securities and Exchange Commission (the “SEC”) and previously furnished
to shareholders of the Company in connection with the solicitation of proxies by the Board of Directors of the Company (the “Board”).
To provide shareholders
with sufficient time to receive by mail and review this Second Supplement in order to be able to cast their votes on a fully informed
basis, the Company will convene and then immediately adjourn—without conducting any business or holding discussions related
to the proposals to be voted upon—the Annual Meeting originally scheduled to occur at 9:00 a.m., New York City time, on January
31, 2020, and reconvene at The Yale Club of New York City, 50 Vanderbilt Avenue, New York, NY 10017, at 9:00 a.m., New York City
time on February 25, 2020. Only shareholders as of the close of business on the record date for the Annual Meeting, December 3,
2019, will be entitled to notice of and to vote at the Annual Meeting.
THIS SECOND SUPPLEMENT
CONTAINS IMPORTANT ADDITIONAL INFORMATION AND SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT AND THE FIRST SUPPLEMENT.
Except as specifically
amended or supplemented by the information contained in this Second Supplement, all information set forth in the Proxy Statement
and First Supplement remains accurate and should be considered in casting your vote by proxy or in person at the Annual Meeting.
This Second Supplement
is first being furnished to shareholders of Enzo on or about [●], 2020.
Explanatory Note
The Company Intends to Adjourn and Reconvene the Annual
Meeting on February 25, 2020
On January 28, 2020,
we announced we would delay the Annual Meeting originally scheduled for January 31, 2020 following significant investor outreach
and engagement with our top shareholders, including Harbert Discovery Fund, LP and Harbert Discovery Co-Investment Fund I, LP (together
with certain affiliates, “Harbert”).
As a result of the
changes to the agenda and the Board withdrawing Bruce A. Hanna as a director candidate, the director candidates nominated by Harbert
(the “Harbert Nominees”) will now run unopposed as candidates for election as Class II Directors. In addition, Enzo
is proposing to shareholders: (1) to amend the By-Laws to increase the size of the Board from five to six directors and provide
the Board discretion to further increase or decrease the size of the Board between five and seven and (2) if the shareholders approve
the Board expansion, to vote to elect Barry W. Weiner as a Class III Director to the Board. The Board intends to appoint a new,
highly qualified independent director in the near future.
Accordingly, the Company
has updated its proxy card to include the proposal to expand the size of the Board and reflect each of the following Company nominees
for election to the Board at the Annual Meeting: Rebecca J. Fischer (as a Class I Director) and, contingent upon shareholder approval
of the expansion of the Board, Barry W. Weiner (as a Class III Director). We encourage you to review this Second Supplement for
additional information about the Annual Meeting that has been updated.
The Board’s previous white Proxy Card has been replaced
with the GOLD proxy card
Even if you previously
submitted a white or blue proxy card, we urge you to fill out and submit the enclosed GOLD proxy card today. The GOLD
proxy card enclosed with this Second Supplement differs from the proxy cards previously furnished to you with the Proxy Statement
and First Supplement in that the enclosed GOLD proxy card reflects the new proposals, the updated order for all of
the proposals and the Company’s revised slate of director nominees. Any proxy card or voting instruction form may be revoked
at any time prior to its exercise at the Annual Meeting as described in the Proxy Statement. Only your latest dated and signed
proxy card or voting instruction form will be counted. If you would like to vote on the expansion of the Board or the election
of Barry W. Weiner as a Class III Director, you must fill out and submit the enclosed GOLD proxy card.
RECOMMENDATIONS OF THE BOARD
THE BOARD URGES
SHAREHOLDERS TO VOTE ON THE ENCLOSED GOLD PROXY CARD “FOR” PROPOSAL 1, “FOR” EACH OF THE NOMINEES
ON PROPOSALS 3 AND 4 AND “FOR” PROPOSALS 5, 6 AND 7. THE BOARD MAKES NO RECOMMENDATION ON THE HARBERT NOMINEES ON PROPOSAL
2.
While the Board makes
no recommendation on the election of the Harbert Nominees as Class II Directors, it is not nominating any opposing candidates,
essentially assuring the election of the Harbert Nominees. In accordance with New York law and the By-Laws, directors will be elected
by a plurality of the votes cast at the shareholder meeting. This means that the director candidate receiving the highest number
of “FOR” votes will be elected. Since the Board has not proposed any director candidates to oppose the Harbert
Nominees, assuming Harbert or any other shareholder votes for them, both Harbert Nominees will be elected to the Board.
If your shares are
held for you by a broker, bank or nominee, it is critical that you cast your vote by instructing your bank, broker or other nominee
using the gold voting instruction form provided on how to vote if you want your vote to be counted at the meeting.
Note Regarding Proxy Materials
If shareholders have
any questions, require assistance with voting the enclosed GOLD proxy card, or need additional copies of the proxy
materials, please contact:
Kingsdale Advisors
(888) 518-1554 (toll-free in North America)
(416) 867-2272 (outside of North America)
email: ENZ@kingsdaleadvisors.com
SUPPLEMENTAL DISCLOSURE – BACKGROUND
TO THE SOLICITATION
On September 17, 2019,
Harbert delivered formal notice to the Company of its intent to nominate the Harbert Nominees for election at the Annual Meeting.
Following Harbert’s notice and over the course of several weeks leading up to this Second Supplement, the Company sought
to engage constructively with Harbert. While the Company attempted to reach an amicable resolution with Harbert, the Company was
unable to reach an agreement that it believes is in the best interests of all shareholders.
On January 31, 2020, the Company filed
this preliminary Second Supplement with the SEC.
QUESTIONS AND ANSWERS REGARDING THE
ANNUAL MEETING ADJOURNMENT AND THIS SECOND SUPPLEMENT
The following section
briefly addresses some questions you may have about the Annual Meeting and this Second Supplement. These questions and answers
should be read in conjunction with the questions and answers set forth in the section of the Proxy Statement titled “Information
About the Annual Meeting.” Furthermore, please refer to the more detailed information contained elsewhere in this Second
Supplement, the First Supplement and the Proxy Statement itself.
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When and where will the Annual Meeting take place?
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The Annual Meeting will be convened on January 31, 2020, at 9:00 a.m. New York City time at The
Yale Club of New York City, 50 Vanderbilt Avenue, New York, NY 10017, but will be adjourned—without conducting any further
business or holding discussions related to the proposals to be voted upon—to be reconvened at 9:00 a.m. New York City time
on February 25, 2020, at the same location.
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How does the adjournment process work?
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After convening the Annual Meeting on January 31, 2020, the Company will immediately, and without
conducting any further business or holding discussions related to the proposals to be voted upon, adjourn the meeting. This process
will preserve the record date of December 3, 2019, and ensures that shareholders who have already voted are not required to submit
another proxy card.
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What vote is required for the By-Law Amendment to pass?
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The By-Law Amendment to expand the board will be approved if it receives the affirmative vote of
a majority of the votes present in person or by proxy by the holders of shares entitled to vote therein. Abstentions will have
the same effect as a vote against this proposal. Broker non-votes, if any, will not be counted as votes cast for such purpose.
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Article II,
Section 2 of the By-Laws currently states that the size of the Board is fixed at five members. The amendment to fix the size of
the Board was inadvertently added to Article II, Section 2 of the By-Laws, which is a section whose amendment requires a supermajority
vote of shareholders per the Company’s certificate of incorporation (as amended, the “Charter”), rather than
in Article II, Section 9 of the By-Laws. As a result, the supermajority shareholder vote requirement that applies to Article II,
Section 2 does not apply to the provision fixing the size of the Board at five.
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Why is the Company adjourning the Annual Meeting?
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By adjourning the Annual Meeting, the Company provides shareholders sufficient time to receive
by mail and review the Second Supplement in order to be able to cast their votes on a fully informed basis.
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Will there be any business conducted on January 31, 2020?
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No, the Company will adjourn the Annual Meeting without conducting any business or holding discussions
related to the proposals to be voted upon.
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Who can attend and vote at the adjourned Annual Meeting?
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All shareholders of record as of the close of business on December 3, 2019 remain entitled to attend
and vote at the Annual Meeting scheduled to be reconvened on February 25, 2020.
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Q:
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Who can help answer my questions?
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A:
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Enzo Biochem shareholders who have questions about matters to be voted on at the Annual Meeting
or who desire additional copies of this Second Supplement or additional proxy or voting instruction cards should contact:
|
Enzo Biochem, Inc.
527 Madison Avenue
New York, New York 10022
(212) 583-0100
Attn.: Investor Relations
Or
Kingsdale Advisors
(888) 518-1554 (toll-free in North
America)
(416) 867-2272 (outside of North America)
email: ENZ@kingsdaleadvisors.com
PROPOSAL 1 – APPROVAL OF THE
AMENDMENT TO THE BY-LAWS TO INCREASE THE SIZE OF THE BOARD
The Board proposes and recommends
that shareholders approve an amendment to the By-Laws to increase the maximum number of directors on the Board to six and provide
that the Board will have discretion to increase or decrease the size of the Board within the range of five and seven directors.
Based upon feedback received from our shareholders, the Board believes it is in the best interests of the Company to expand the
size of the Board at this time. Increasing the number of directors on the Board offers the Company the ability to enhance the diversity,
range of experience, expertise and independence of its directors, which will create a greater ability for the Board to bring in
fresh perspectives in order to address the growing complexity and opportunity in our business.
The expansion of the Board
requires an amendment to the By-Laws. This amendment consists of amending Article II, Section 9 of the By-Laws, which refers to
the organization of the Board. The text of the revised Section 9 marked with the proposed amendment is below:
Section
9. Size and Organization. The number
of directors constituting the Board shall be fixed at six (6); provided, however, that the Board shall have discretion to increase
or decrease the size of the Board within the range of five (5) and seven (7) directors. The
Chairman of the Board shall act as chairman of and preside at all meetings of the Board at which he is present. If the Chairman
of the Board shall be absent from any meeting of the Board, the duties otherwise provided in this Section 9 of Article II to be
performed by him at such meeting shall be performed at such meeting by the individual elected by the Board to act as Lead Independent
Director. If the Chairman of the Board shall be absent from any meeting of the Board, and if no Lead Independent Director has been
elected or if the Lead Independent Director is not present at the meeting, the Vice Chairman of the Board shall act as chairman
of and preside at such meeting. If the Chairman of the Board shall be absent from any meeting of the Board, and if no Lead Independent
Director or Vice Chairman of the Board has been elected or if the Lead Independent Director and the Vice Chairman of the Board
are not present at the meeting, the President shall act as chairman of and preside at such meeting. If the Chairman of the Board
shall be absent from any meeting of the Board, and if no Lead Independent Director or Vice Chairman of the Board has been elected
and no President has been appointed or if the Lead Independent Director, the Vice Chairman of the Board and the President are not
present at the meeting, another director chosen by a majority of the directors present shall act as chairman of and preside at
such meeting. The Secretary (or, in his absence or inability to act, any person appointed by the chairman) shall act as secretary
of the meeting and keep the minutes thereof.
If approved by our shareholders,
this amendment will become effective immediately. Assuming a quorum is present at the Annual Meeting, the amendment to the By-Laws
will be approved if it receives the affirmative vote of a majority of the votes present in person or by proxy by the holders of
shares entitled to vote therein. Abstentions will have the same effect as a vote against this proposal. Broker non-votes, if any,
will not be counted as votes cast for such purposes.
If this proposal
is approved by shareholders at the Annual Meeting, shareholders will be presented with the opportunity to vote to fill the seat
arising from such vacancy as described further in Proposal 4 to this Second Supplement. In accordance with New York law and the
By-Laws, the vacancy will be filled by a plurality of the votes cast at the shareholder meeting. This means that the director candidate
receiving the highest number of “FOR” votes will be elected.
Additionally,
the Board intends to appoint a new, highly qualified independent director to join the Board in the
near future.
THE BOARD UNANIMOUSLY
RECOMMENDS A VOTE “FOR” PROPOSAL 1 TO AMEND THE BY-LAWS TO INCREASE THE SIZE OF THE BOARD.
PROPOSAL 2 – ELECTION OF CLASS
II DIRECTORS
The Board has three staggered
classes of directors, each of which serves for a term of three years. At the Annual Meeting, the Board’s Class II Directors
will be elected to hold offices for a term of three years or until their successors are elected and qualified.
As disclosed in Harbert’s
definitive proxy statement filed with the SEC on December 6, 2019 (the “Harbert Proxy Statement”), Harbert has proposed
two nominees for election as Class II Directors. The Board has not proposed any director nominees to oppose the Harbert Nominees.
The total cumulative length
of time that any member of the Board who is not an officer or employee of the Company (an “Outside Director”) may serve
on the Board is limited to a maximum of three, three-year terms, whether consecutively or in total, plus any portion of an earlier
three-year term that such Outside Director may have been appointed to serve. The term limit set forth above may be extended for
up to a maximum of one additional term if such individual is re-nominated by the unanimous agreement of the Board.
Vote Required
In accordance with New York
law and the By-Laws, directors will be elected by a plurality of the votes cast at the shareholder meeting. This means that the
director candidate receiving the highest number of “FOR” votes will be elected. A properly executed proxy card
marked “WITHHOLD” and broker non-votes, if any, with respect to the election of a director nominee will be counted
for purposes of determining if there is a quorum at the Annual Meeting, but will not be considered to have been voted “FOR”
or “AGAINST” any director nominee. Withhold votes and broker non-votes, if any, will have no effect on the
outcome of the election.
THE BOARD MAKES NO RECOMMENDATION REGARDING
THE ELECTION OF THE CLASS II DIRECTORS OF THE COMPANY.
Under Rule 14a-4(d)(1) of
the Securities Exchange Act of 1934, a proxy may not confer authority to vote for any person for election to the board unless that
person has consented to be named in the proxy statement and to serve if elected. Since the Harbert Nominees have not consented
to be named in the Company’s proxy statement, shareholders voting the GOLD proxy card may not vote on the election
of the Harbert Nominees. However, since the Board is not nominating any director candidates to oppose the Harbert Nominees, and
assuming Harbert or any other shareholder votes for them, both Harbert Nominees will be elected to the Board.
PROPOSAL 3 — ELECTION OF CLASS
I DIRECTOR
The
Board has three staggered classes of directors, each of which serves for a term of three years. Our Board, upon the recommendation
of our Nominating/Governance Committee, voted on December 23, 2019 to nominate Ms. Fischer for election at the Annual Meeting to
serve as a replacement for incumbent Class I Director Mr. Bortz effective upon Ms. Fischer’s acceptance of such appointment.
Mr. Bortz tendered his resignation immediately prior to Ms. Fischer’s acceptance. Ms. Fischer has also been appointed to
the Audit, Compensation and Nominating/Governance Committees and serves as Chair of the Audit Committee. At
the Annual Meeting, the Board’s Class I Director will be elected to hold office for a term of two years or until their successor
is elected and qualified. Unless otherwise instructed, the shares represented by validly submitted proxy cards will be voted “FOR”
the election of Ms. Fischer to serve as a Class I Director of the Company. Ms. Fischer has consented to being named in this Second
Supplement and to serve as a Class I Director of the Company if elected. The Board has no reason to believe that Ms. Fischer will
not be a candidate or will be unable to serve as a Class I Director. However, in the event that Ms. Fischer should become unable
or unwilling to serve as a Class I Director, the proxy cards will be voted for the election of such alternate person as shall be
designated by the directors currently serving on the Board. If any alternate person is designated by the directors currently on
the Board to serve as a Class I Director nominee, the Company will publicly notify shareholders by press release and will promptly
distribute to shareholders revised proxy materials (including a revised GOLD proxy card) that (i) identifies such
substitute nominee, (ii) discloses whether such substitute nominee consented to being named in the revised proxy statement and
to serve as a director of the Company if elected, and (iii) includes certain other disclosures required by applicable federal proxy
rules and regulations with respect to such substitute nominee(s).
Set forth below is
Ms. Fischer’s age as of December 31, 2019, her offices with us, if any, her principal occupations or employment for the past
five years, the length of her tenure as a director, and the names of other public companies in which she serves or has served as
a member of the board of directors.
Biographical Information for the Nominee
CLASS I DIRECTOR NOMINEE TO SERVE UNTIL
THE 2021 ANNUAL MEETING, IF ELECTED:
Name
|
|
Age
|
|
Year First
Became a
Director
|
|
Rebecca J. Fischer
|
|
52
|
|
2019
|
|
Rebecca
J. Fischer was appointed to the Board effective as of December 30, 2019. She is currently the Chief Financial
Officer of Bellevue Hospital, the world-renowned flagship institution for New York City Health and Hospitals, with over 900 licensed
beds and an operating budget of more than $950 million. She began her career at Bellevue as Associate Director in 2003, became
Associate Executive Director in 2011, was promoted to Deputy CFO in 2016 and then promoted to CFO in 2017. In her role as CFO of
Bellevue, Ms. Fischer is responsible for managing a team of financial managers and 400 other professionals. Her team oversees budgeting,
revenue enhancement, utilization, financial reporting, cash management productivity improvement and affiliate relations with the
NYU School of Medicine. She is also a key advisor to the hospital’s CEO and other members of the C-level team on strategic
planning and resource allocation. In both her strategic and day-to-day responsibilities, Ms. Fischer is directly involved in guiding
Bellevue and its leaders through complex government and private reimbursement practices. At Bellevue and throughout the HHC, she
is viewed as a subject matter expert on optimal ways for hospitals to deliver the highest quality care at a time of enormous technological
change and financial pressure. Ms. Fischer received her undergraduate degree cum laude from Cornell University and her Master
of Public Administration in Health Policy and Management from New York University, where she was a recipient of the Robert F. Wagner,
Jr. Fellowship.
We believe that Ms.
Fischer’s qualifications to serve on our Board are demonstrated by her experience at Bellevue, her strengths at problem solving
and her keen understanding of how to successfully navigate the intersection of investment spending with an unwavering commitment
to science and innovation.
Vote Required
In accordance with New York
law and the By-Laws, directors will be elected by a plurality of the votes cast at the shareholder meeting. This means that the
director candidate receiving the highest number of “FOR” votes will be elected. A properly executed proxy card
marked “WITHHOLD” and broker non-votes, if any, with respect to the election of a director nominee will be counted
for purposes of determining if there is a quorum at the Annual Meeting, but will not be considered to have been voted “FOR”
or “AGAINST” any director nominee. Withhold votes and broker non-votes, if any, will have no effect on the
outcome of the election.
THE BOARD
UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF MS. REBECCA J. FISCHER TO SERVE AS A CLASS I
DIRECTOR OF THE COMPANY.
The persons named as proxies
intend to vote the proxies “FOR” the election of Ms. Fischer unless you indicate on the proxy card a vote to
“WITHHOLD” your vote with respect to either nominee. If for some reason any director nominee is unable to serve,
or for good cause will not serve if elected, the persons named as proxies may vote for a substitute nominee recommended by the
Board. If any substitute nominees are designated, we will file an amended proxy statement that, as applicable, identifies the substitute
nominees, discloses that such nominees have consented to being named in the revised proxy statement and to serve if elected, and
includes certain biographical and other information about such nominees required by SEC rules.
PROPOSAL 4 – IF THE SHAREHOLDERS
APPROVE PROPOSAL 1, ELECTION OF CLASS III DIRECTOR
The Board has three staggered
classes of directors, each of which serves for a term of three years. If shareholders approve Proposal 1 at the Annual Meeting,
the Board’s Class III Director will be elected to hold office for a term of one year or until their respective successor
is elected and qualified. Unless otherwise instructed, the shares represented by validly submitted proxy cards will be voted “FOR”
the election of the below-listed Board nominee to serve as a Class III Director of the Company. The below-listed nominee has consented
to being named in the Proxy Statement and this Second Supplement and to serve as a Class III Director of the Company if elected.
The Board has no reason to believe that the below-listed Board nominees will not be candidates or will be unable to serve as Class
III Directors. However, in the event that either of the below-listed Board nominees should become unable or unwilling to serve
as a Class III Director, the proxy cards will be voted for the election of such alternate person as shall be designated by the
directors currently on the Board. If any alternate person is designated by the directors currently on the Board to serve as a Class
III Director nominee, the Company will publicly notify shareholders by press release and will promptly distribute to shareholders
revised proxy materials (including a revised GOLD proxy card) that (i) identifies such substitute nominee, (ii) discloses
whether such substitute nominee consented to being named in the revised proxy statement and to serve as a director of the Company
if elected, and (iii) includes certain other disclosures required by applicable federal proxy rules and regulations with respect
to such substitute nominee.
Biographical Information for Nominee
CLASS III DIRECTOR NOMINEE TO SERVE UNTIL
THE 2020 ANNUAL MEETING, IF ELECTED:
Name
|
|
Age
|
|
Year First
Became a
Director
|
|
Barry W. Weiner
|
|
69
|
|
1972
|
|
BARRY W. WEINER is
the Company’s President, Principal Accounting Officer and a director and founder of the Company. He has served as the Company’s
Chief Financial Officer until December 22, 2019 and President since 1996, and previously held the position of Executive Vice President.
Before his employment with Enzo Biochem, he worked in several managerial and marketing positions at the Colgate Palmolive Company.
Mr. Weiner is a member of the New York Biotechnology Association. He received his Bachelor of Arts degree in Economics from New
York University and his Master of Business Administration in Finance from Boston University.
We believe that Mr. Weiner’s
qualifications to serve on our Board are demonstrated by his deep knowledge of our businesses and the industries in which we are
involved, along with his experience in finance, management and marketing, including the identification of acquisition targets,
business development and partnering and raising capital.
Vote Required
In accordance with New York
law and the By-Laws, directors will be elected by a plurality of the votes cast at the shareholder meeting. This means that the
director candidate receiving the highest number of “FOR” votes will be elected. A properly executed proxy card
marked “WITHHOLD” and broker non-votes, if any, with respect to the election of a director nominee will be counted
for purposes of determining if there is a quorum at the Annual Meeting, but will not be considered to have been voted “FOR”
or “AGAINST” any director nominee. Withhold votes and broker non-votes, if any, will have no effect on the
outcome of the election.
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU
VOTE “FOR” THE ELECTION OF MR. WEINER TO SERVE AS A CLASS III DIRECTOR OF THE COMPANY.
The persons named as proxies
intend to vote the proxies “FOR” the election of Mr. Weiner unless you indicate on the proxy card a vote to
“WITHHOLD” your vote with respect to either nominee. If for some reason any director nominee is unable to serve,
or for good cause will not serve if elected, the persons named as proxies may vote for a substitute nominee recommended by the
Board. If any substitute nominees are designated, we will file an amended proxy statement that, as applicable, identifies the substitute
nominees, discloses that such nominees have consented to being named in the revised proxy statement and to serve if elected, and
includes certain biographical and other information about such nominees required by SEC rules.
DIRECTORS WHO ARE CONTINUING IN OFFICE
Class I: Term to Expire at the 2021 Annual
Meeting in 2022
Name
|
Age
|
|
Year First
Became a
Director
|
Dov Perlysky
|
57
|
|
2012
|
Class III: Term to Expire at the 2020
Annual Meeting in 2021
Name
|
Age
|
|
Year First
Became a
Director
|
Elazar Rabbani, Ph.D
|
76
|
|
1976
|
DIRECTORS, EXECUTIVE OFFICERS AND KEY
EMPLOYEES
The current directors,
executive officers and key employees of the Company and its subsidiaries are identified in the table below.
Name
|
|
Age
|
|
Year
Became
a Director,
Executive Officer
or Key Employee
|
|
Position
|
Elazar Rabbani, Ph.D
|
|
76
|
|
1976
|
|
Chairman of the Board, Chief Executive Officer and Secretary
|
Barry W. Weiner (1)
|
|
69
|
|
1977
|
|
President, Treasurer and Director
|
David A. Bench
|
|
47
|
|
2019
|
|
Chief Financial Officer
|
Dieter Schapfel, M.D
|
|
56
|
|
2014
|
|
Chief Medical Director, Enzo Clinical Labs
|
Kara Cannon
|
|
51
|
|
2018
|
|
Corporate Vice President, Commercial Operations
|
Bruce A. Dey
|
|
61
|
|
2014
|
|
Vice President of Sales, Enzo Clinical Labs
|
Dov Perlysky
|
|
57
|
|
2012
|
|
Director
|
Bruce A. Hanna, Ph.D. (1)
|
|
76
|
|
2017
|
|
Director
|
Rebecca J. Fischer (1)
|
|
52
|
|
2019
|
|
Director
|
(1) Director term expires at
the Annual Meeting.
Family Relationships
There are no family
relationships of first cousins or closer, among the Company’s directors, nominees for director and executive officers, by
blood marriage or adoption, except that Dr. Elazar Rabbani and Barry W. Weiner are brothers-in-law.
THE BOARD UNANIMOUSLY RECOMMENDS THAT
YOU VOTE “FOR” THE ELECTION OF MS. FISCHER AS A CLASS I DIRECTOR OF THE COMPANY AND “FOR” THE ELECTION
OF MR. WEINER AS A CLASS III DIRECTOR OF THE COMPANY. THE BOARD MAKES NO RECOMMENDATION ON THE HARBERT NOMINEES.
PROPOSAL 5 –
ADVISORY VOTE ON THE COMPANY’S NAMED EXECUTIVE OFFICER COMPENSATION
The Exchange Act, and
more specifically, Section 14A of the Exchange Act, which was added under the Dodd-Frank Wall Street Reform and Consumer Protection
Act enacted in July 2010, requires that we provide shareholders with the opportunity to vote to approve, on a nonbinding advisory
basis, the compensation of our Named Executive Officers as disclosed in the Proxy Statement in accordance with the SEC’s
rules (commonly referred to as “Say-on-Pay”).
At our 2011 and 2017
annual meeting of shareholders, a majority of our shareholders who voted supported an annual vote on our executive compensation
and, in response, our Compensation Committee determined to hold an annual vote on the matter. As such, the next shareholder advisory
vote on executive compensation will occur at the Company’s 2020 Annual Meeting.
Our compensation program
for Named Executive Officers is intended to link compensation to performance; to provide competitive compensation levels to attract,
retain and reward executives; and to align management’s interests with those of our clients and shareholders. The compensation
provided to the Named Executive Officers is dependent on the Company’s financial, operational and strategic performance and
the Named Executive Officer’s individual performance. It is intended to drive creation of long-term shareholder value.
We encourage shareholders
to read the “Compensation Discussion and Analysis” section of the Proxy Statement, the Summary Compensation Table and
the other related tables and disclosure for a detailed description of the fiscal year 2019 compensation of our Named Executive
Officers. The Compensation Committee and the Board believe that the policies and procedures articulated in the “Compensation
Discussion and Analysis” are effective in achieving our goals and that the compensation of our Named Executive Officers reported
in the Proxy Statement appropriately reflects our results during the fiscal year.
The vote on this resolution
is not intended to address any specific element of compensation; rather, the advisory vote relates to the overall compensation
of our Named Executive Officers. This vote is advisory, which means that it is not binding on the Company, the Board or the Compensation
Committee. However, we value the opinion of our shareholders and the Board and the Compensation Committee will review the voting
results and will take into account the outcome of the vote when considering future compensation decisions for the Named Executive
Officers.
Accordingly, we ask
our shareholders to vote on the following resolution:
“RESOLVED, that
the Company’s shareholders approve, on a nonbinding advisory basis, the compensation paid to the Company’s Named Executive
Officers, as disclosed in the Company’s Proxy Statement for the Annual Meeting of Shareholders pursuant to the compensation
disclosure rules of the SEC, including the Compensation Discussion and Analysis, the Summary Compensation Table and the related
compensation tables and narrative discussion.”
THE BOARD UNANIMOUSLY
RECOMMENDS THAT YOU VOTE “FOR” APPROVING THE NAMED EXECUTIVE OFFICER COMPENSATION AS DISCLOSED IN THE PROXY STATEMENT
PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SEC.
PROPOSAL 6 – RATIFICATION OF
APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee
of the Board has selected and the Board has appointed EisnerAmper LLP, an independent registered public accounting firm (“EisnerAmper”),
to audit the Company’s financial statements for the fiscal year ending July 31, 2020. The Company is submitting its selection
of EisnerAmper for ratification by the shareholders at the Annual Meeting. A representative of EisnerAmper is expected to be present
at the reconvening of the Annual Meeting on February 25, 2020, will have the opportunity to make a statement and is expected to be available to respond to appropriate
questions. EisnerAmper has served as our independent registered public accounting firm since April 19, 2013.
Although the selection
and appointment of an independent registered public accounting firm is not required to be submitted to a vote of shareholders,
the Board deems it desirable to obtain the shareholders’ ratification and approval of this appointment. If the appointment
is not ratified by shareholders, then the adverse vote will be considered as an indication to the Audit Committee that it should
consider selecting another independent registered public accounting firm for the following fiscal year, but the Audit Committee
is not required to do so. Even if the appointment is ratified, the Audit Committee, in its discretion, may select a new independent
registered public accounting firm at any time during the year if it believes that such a change would be in the Company’s
best interest.
In making its recommendation
to ratify the appointment of EisnerAmper as the Company’s independent registered public accounting firm for the fiscal year
ending July 31, 2020, the Audit Committee has considered whether the services provided by EisnerAmper are compatible with maintaining
the independence of EisnerAmper.
Principal Accountant Fees and Services
EisnerAmper billed the
Company for services for fiscal years 2019 and 2018, as set forth in the table below. The fees listed are aggregate fees for services
performed for the year—regardless of when the fee was actually billed.
|
|
FY 2019
|
|
|
FY 2018
|
|
Audit Fees
|
|
$
|
548,318
|
|
|
$
|
550,900
|
|
Audit-related Fees
|
|
|
38,681
|
|
|
|
38,752
|
|
Tax Fees
|
|
|
—
|
|
|
|
—
|
|
All Other Fees
|
|
|
—
|
|
|
|
—
|
|
Total
|
|
$
|
586,999
|
|
|
$
|
589,652
|
|
Audit Fees—Consists
of fees for professional services necessary to perform an audit or review in accordance with the Public Company Accounting Oversight
Board, including services rendered for the audit of our annual financial statements (including services incurred with rendering
an opinion under Section 404 of the Sarbanes-Oxley Act of 2002) and quarterly reviews of the Company’s interim financial
statements.
Audit-Related Fees—EisnerAmper
performed certain Audit services for an employee benefit plan for the years ended December 31, 2019 and 2018, for which the Company
is the plan sponsor; these fees were $38,681 and $38,752, respectively.
Tax Fees—There
were no tax fees for fiscal years 2019 and 2018.
All Other Fees—There
were no other fees for fiscal years 2019 and 2018.
Pre-Approval Policies
and Procedures—The Audit Committee has adopted a policy that requires advance approval of all audit, audit-related, tax
services and other services performed by the independent registered public accounting firm. The policy provides for pre-approval
by the Audit Committee of specifically defined audit and non-audit services.
Unless the specific
service has been previously pre-approved with respect to that year, the Audit Committee must approve the permitted service before
the independent auditor is engaged to perform it. The Audit Committee has delegated to the Chair of the Audit Committee authority
to approve permitted services, provided that the Chair reports any decisions to the Audit Committee at its next scheduled meeting.
THE BOARD UNANIMOUSLY
RECOMMENDS A VOTE “FOR” PROPOSAL 6 RELATING TO THE RATIFICATION OF THE COMPANY’S APPOINTMENT OF EISNERAMPER TO
SERVE AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JULY 31, 2020.
PROPOSAL 7 – APPROVAL OF THE
AMENDMENT TO THE BY-LAWS TO IMPLEMENT MAJORITY VOTING IN UNCONTESTED DIRECTOR ELECTIONS
The Board proposes and
recommends that shareholders approve an amendment to the By-Laws for the election of directors by an affirmative vote of the majority
of the votes cast in uncontested director elections. Our By-Laws currently defer to New York Corporate law, which provides that
the Company’s directors are elected pursuant to a “plurality voting” standard, under which director nominees
who receive the greatest number of votes cast in favor of their election at the annual meeting of shareholders are elected to the
Board, up to the maximum number of directors to be filled at that meeting. This means that, currently, a nominee may be elected
to the Board whether or not a majority of the votes cast are in favor of his or her election.
Under the proposed majority
voting standard, for a nominee to be elected to the Board in an “uncontested election,” the number of votes cast “FOR”
the nominee’s election must exceed the number of votes cast “AGAINST” their election. Abstentions would not be
considered votes cast “FOR” or “AGAINST” a nominee. An “uncontested election” is generally
any meeting of shareholders at which the number of nominees does not exceed the number of directors to be elected. In all director
elections other than uncontested elections, which we refer to as “contested elections,” the plurality voting standard
would still apply.
In recent years, many
public companies have eliminated plurality voting in uncontested elections and adopted “majority voting” by-laws or
standards that provide shareholders with more influence over the outcome of uncontested director elections. As part of the ongoing
review of our corporate governance, our Board determined that it is in the best interest of the Company and our shareholders to
implement a majority voting standard in uncontested director elections. The Board concluded that the adoption of a majority vote
standard will reinforce the Board’s accountability to our shareholders, by requiring that a nominee must obtain more “FOR”
votes than “AGAINST” votes in order to be elected.
The Board believes,
however, that the plurality vote standard should continue to apply in contested director elections. If a majority vote standard
is used in a contested election, fewer candidates could be elected to the Board than the number of authorized board seats. Accordingly,
we will retain plurality voting in contested elections.
We will also implement
conforming amendments to our By-Laws to address the treatment of “holdover” terms for any incumbent directors who fail
to be re-elected under majority voting. Under New York law, even if an incumbent director does not receive the vote required for
re-election, that director will continue to serve as a “holdover director” until a successor is elected and qualified.
Our amendments to our By-Laws will require an incumbent director who does not receive more votes cast “FOR” than “AGAINST”
his or her election in an uncontested election to tender his or her resignation to the Board and the Board will decide, through
a process managed by the Nominating/Governance committee, whether to accept such resignation or to have such director serve on
a holdover basis until a successor is appointed.
The implementation of
a majority voting standard requires an amendment to the By-Laws. This amendment consists of amending Article 1, Section 9 of the
By-Laws, which refers to voting standards. The text of the revised section marked with the proposed amendment is below:
Section 9. Voting. Except
as otherwise provided by statute, the Certificate of Incorporation, or any certificate duly filed in the office of the Department
of State of the State of incorporation, each holder of record of shares of stock of the Corporation having voting power shall
be entitled at each meeting of the shareholders to one vote for every share of such stock standing in his name on the record of
shareholders of the Corporation on the date fixed by the Board as the record date for the determination of the shareholders who
shall be entitled to notice of and to vote at such meeting; or if such record date shall not have been so fixed, then at the close
of business on the day next preceding the day on which notice thereof shall be given, or if notice is waived, at the close of
business on the day next preceding the day on which the meeting is held; or each shareholder entitled to vote at any meeting of
the shareholders may authorize another person or persons to act for him by a proxy signed by such shareholder or his attorney-in-fact.
Any such proxy shall be delivered to the secretary of such meeting at or prior to the time designated in the order of business
for so delivering such proxies. No proxy shall be valid after the expiration of three years from the date thereof, unless otherwise
provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except in those cases where
an irrevocable proxy is permitted by law. Except as otherwise provided by statute, these By-Laws, or the Certificate of Incorporation,
any corporate action to be taken by vote of the shareholders shall be authorized by a majority of the total votes, or when shareholders
are required to vote by class by a majority of the votes of the appropriate class, cast at a meeting of shareholders by the holders
of shares present in person or represented by proxy and entitled to vote on such action. Each director
of the Corporation to be elected by shareholders shall be elected by the vote of a majority of the votes cast with respect to
such director by the shares present in person or represented by proxy and entitled to vote on the election of directors at any
meeting of shareholders duly called for that purpose at which a quorum is present; provided, however, that directors shall be
elected by a plurality of the votes cast in a contested election. An election shall be considered contested if, as of the date
that this 10 days prior to the filing of the definitive proxy materials for such election, the number of nominees for election
as a member of the Board exceeds the number of directors to be elected. A “majority of votes cast” means that the
number of shares voted “for” a nominee for election as a member of the Board exceeds the number of shares voted “against”
the election of such nominee.
Abstentions and broker non-votes shall not constitute votes “for” or “against”.
Any incumbent director nominee who fails to receive a majority of the votes cast in an election that is not a contested election
shall promptly tender his or her resignation to the Board with such resignation expressly stating that it is contingent upon the
acceptance of the resignation by the Board in accordance with this Section 9. The Nominating/Governance Committee of the Board,
or such other committee designated by the Board pursuant to these By-Laws, shall recommend to the Board whether to accept or reject
the tendered resignation, or whether other action should be taken. The Board shall act on the resignation, taking into account
the Nominating/Governance Committee’s recommendation, and publicly disclose on a Form 8-K its decision regarding the resignation
and, if such resignation is rejected, the rationale behind the decision, within ninety (90) days following certification of the
election results. The Nominating/Governance Committee in making its recommendation, and the Board in making its decision, each
may consider any factors and other information that they consider appropriate and relevant. The director who has tendered their
resignation pursuant to this Section 9 shall not participate in the Nominating/Governance Committee’s or the Board’s
deliberations or decision with respect to the tendered resignation. If the board of directors accepts a director’s resignation
pursuant to this Section 9, then the Board may fill the resulting vacancy pursuant to these By-Laws and the Certificate of Incorporation. Unless required by statute, or determined by the chairman of the meeting to be advisable, the vote on any question need
not be by written ballot. On a vote by written ballot each, ballot shall be signed by the shareholder voting, or by his proxy,
if there be such proxy, and shall state the number of shares voted.
If approved by our shareholders,
this amendment will become effective at close of the Annual Meeting. Assuming a quorum is present at the Annual Meeting, the amendment
to the By-Laws will be approved if it receives the affirmative vote of a majority of the votes present in person or by proxy by
the holders of shares entitled to vote therein. Abstentions will have the same effect as a vote against this proposal. Broker non-votes,
if any, will not be counted as votes cast for such purposes.
THE BOARD UNANIMOUSLY
RECOMMENDS A VOTE “FOR” PROPOSAL 7 TO AMEND THE BY-LAWS TO IMPLEMENT MAJORITY VOTING IN UNCONTESTED DIRECTOR ELECTIONS.
OTHER MATTERS
Except as discussed in the
Proxy Statement, First Supplement and this Second Supplement, the Board does not know of any matters that are to be properly presented
at the Annual Meeting other than those stated in the Notice of Annual Meeting and referred to in the Proxy Statement, First Supplement
and this Second Supplement.
If other matters properly
come before the Annual Meeting, it is the intention of the persons named in the enclosed proxy card to vote thereon in accordance
with their best judgment. Moreover, the Board reserves the right to adjourn or postpone the Annual Meeting for failure to obtain
a quorum, for legitimate scheduling purposes or based on other circumstances that, in the Board’s belief, would cause such
adjournments or postponements to be in the best interests of all Enzo shareholders.
Participants in the Company’s Solicitation
Under applicable SEC regulations,
each of the Company’s directors and certain executive officers and other employees of the Company are deemed to be “participants”
in this proxy solicitation. Please refer to the sections of the Proxy Statement, the First Supplement and this Second Supplement
entitled “Security Ownership of Certain Beneficial Owners and Management” and the section of the Proxy Statement “Certain
Information Regarding Participants in this Proxy Solicitation” for information about our directors and certain of our executive
officers who may be deemed to be participants in the solicitation. Except as described in the Proxy Statement, First Supplement
and this Second Supplement, there are no agreements or understandings between the Company and any such participants relating to
employment with the Company or any future transactions.
Forward-Looking Statements
This Second Supplement contains
“forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section
27A of the Securities Act, and Section 21E of the Exchange Act. These forward-looking statements are predictions and generally
can be identified by use of statements that include phrases such as “plan,” “expect,” “will,”
“should,” “could,” “anticipate,” “intend,” “project,” “estimate,”
“guidance,” “possible,” “continue” and other similar terms and phrases, including references
to assumptions and forecasts of future results. Forward-looking statements are not guarantees of future performance and involve
known and unknown risks, uncertainties and other factors that may cause the actual results to differ materially from those anticipated
at the time the forward-looking statements are made. These risks include, but are not limited to, those described in “Risk
Factors” and elsewhere in the Company’s Annual Report on Form 10-K, for the year ended July 31, 2019 and subsequent
filings with the SEC. These factors should be considered carefully and readers are cautioned not to place undue reliance on such
forward-looking statements. No assurance can be given that the future results covered by the forward-looking statements will be
achieved. Except as required by applicable law, all information contained herein is as of the date of this Second Supplement, and
the Company does not intend to update this information.
IMPORTANT NOTICE REGARDING THE AVAILABILITY
OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE CONVENED ON JANUARY 31, 2020 AND ADJOURNED AND RECONVENED ON FEBRUARY 25,
2020
The Notice of Annual Meeting
of Shareholders, the Proxy Statement, the First Supplement, this Second Supplement, the Company’s 2019 Annual Report on Form
10-K and Form 10-K/A for the fiscal year ended July 31, 2019, and form of GOLD proxy card, and any amendments thereto,
are available free of charge at http://www.enzo.com/corporate/investor-information/enzo-sec-filings. Information on our
website does not constitute part of the Company’s proxy solicitation materials.
Shareholders may also obtain
a copy of these materials by writing to Enzo Biochem, Inc., 527 Madison Avenue, New York, NY 10022, Attention: Investor Relations.
Upon payment of a reasonable fee, shareholders may also obtain a copy of the exhibits to our Annual Report on Form 10-K and Form
10-K/A for our fiscal year ended July 31, 2019. Any request for such materials should be delivered to the Company before February
7, 2020 to facilitate timely delivery.
For information on how to
obtain directions to be able to attend the Annual Meeting and vote in person, please write to the Company’s principal corporate
office at 527 Madison Avenue, New York, NY 10022, Attention: Investor Relations or call (212) 583-0100 requesting such information.
THE BOARD UNANIMOUSLY
RECOMMENDS VOTING “FOR” PROPOSAL 1, “FOR” THE ELECTION OF THE NOMINEES UNDER PROPOSALS 3 AND 4 AND “FOR”
PROPOSALS 5, 6 AND 7 USING THE ENCLOSED GOLD PROXY CARD. THE BOARD MAKES NO RECOMMENDATION ON PROPOSAL 2. EVEN IF YOU PREVIOUSLY
SUBMITTED A WHITE PROXY CARD, WE URGE YOU TO FILL OUT THE ENCLOSED GOLD PROXY CARD TODAY. ONLY YOUR LATEST DATED
PROXY CARD WILL BE COUNTED.
Kingsdale Advisors is assisting
us with our effort to solicit proxies. Therefore, requests for the above materials can also be made to Kingsdale Advisors through
the following channels: (1) by calling (888) 518-1554 (toll-free in North America); (2) by calling (416) 867-2272 (outside of North
America); or (3) by emailing ENZ@kingsdaleadvisors.com. Additionally, if you have any questions or require assistance in authorizing
a proxy or voting your shares of our Common Stock or in obtaining any of the above materials, please contact Kingsdale Advisors
through one of the three channels listed above. We are not aware of any other business, or any other nominees for election as directors,
that may properly be brought before the Annual Meeting.
IF YOU ARE A RECORD HOLDER
OF SHARES, OR AN OWNER WHO OWNS SHARES IN “STREET NAME” AND OBTAINS A “LEGAL” PROXY FROM YOUR BROKER, BANK,
TRUSTEE OR NOMINEE, YOU STILL MAY ATTEND THE ANNUAL MEETING AND VOTE YOUR SHARES OR REVOKE YOUR PRIOR VOTING INSTRUCTIONS.
Regardless of the number
of shares of our Common Stock that you own, your vote will be very important. Thank you for your continued support, interest and
investment in Enzo Biochem, Inc.
WHERE YOU CAN
FIND MORE INFORMATION
In addition to the information
about the Company and its subsidiaries contained in the Proxy Statement, the First Supplement and this Second Supplement, additional
information about the Company can be found on our website located at www.enzo.com, including information about our management
team, products and services and our corporate governance practices.
The corporate governance
information on our website includes the Company’s Corporate Governance Guidelines, the Code of Business Conduct and Ethics,
and the charters of each of the committees of the Board. These documents can be accessed at www.enzo.com. Printed versions
of our Corporate Governance Guidelines, our Code of Conduct and the charters for our Board committees can be obtained, free of
charge, by writing to the Company at: 527 Madison Avenue, New York, NY 10022, Attention: Investor Relations.
We are also required to
file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document
we file at the SEC’s public reference room located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public at the SEC’s
website at www.sec.gov. You also may obtain free copies of the documents we file with the SEC by going to our website, the
address of which is http://www.enzo.com/corporate/investor-information/enzo-sec-filings. The information provided on our
website is not part of the Proxy Statement, the First Supplement and this Second Supplement, and therefore is not incorporated
by reference.
Shareholders are entitled
to express their views regarding the topics raised in the Proxy Statement, the First Supplement and this Second Supplement or other
matters directly to the Company through written communications sent directly to the attention of the Board, any individual director
or the “non-employee directors” as a group, by written communications addressed in care of Enzo Biochem, Inc., 527
Madison Avenue, New York, NY 10022, Attention: Investor Relations.
This information about Enzo’s
website and its content, together with other references to the website made in the Proxy Statement, the First Supplement and this
Second Supplement, is for information only and the content of the Company’s website is not deemed to be incorporated by reference
in the Proxy Statement, First Supplement and this Second Supplement or otherwise filed with the SEC.
The contents and sending of this Second Supplement have been approved
by all of the directors of the Company. Dated as of the [●] day of [●] 2020.
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ENZO BIOCHEM, INC.
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Barry W. Weiner
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President, Treasurer and Director
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ANNEX A CERTAIN INFORMATION REGARDING PARTICIPANTS
IN THIS PROXY SOLICITATION
Other Contracts, Arrangements and Understandings with Participants
Except as otherwise set forth in the Proxy
Statement, the First Supplement and this Second Supplement, to the best of the Company’s knowledge: (i) none of the
participants in the Company’s solicitation of proxies is, or was within the past year, a party to any contract, arrangement
or understanding with any person with respect to any securities of the Company, including, but not limited to, joint ventures,
loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits or the
giving or withholding of proxies; (ii) neither any of the participants nor any of their respective associates has any arrangement
or understanding with any person with respect to any future employment by the Company or its affiliates, or with respect to any
future transactions to which the Company or any of its affiliates will or may be a party; and (iii) no participant knows of
any arrangements, including any pledge by any person of securities of the Company or any of the Company’s parents and the
operation of which may at a subsequent date result in a change in control of the Company.
Beneficial Ownership of the Common Stock by Associates of Participants
To the best of the Company’s knowledge, other than as set
forth in the Proxy Statement, the First Supplement and this Second Supplement, none of the participants in the Company’s
solicitation of proxies has any “associates” (as defined in Rule 14a-1 under the Exchange Act) who beneficially
own any shares of the Company’s Common Stock.
Beneficial Ownership of Securities of the Company’s Subsidiaries
To the best of the Company’s knowledge,
other than as set forth in the Proxy Statement, the First Supplement and this Second Supplement, none of the participants in the
Company’s solicitation of proxies beneficially owns, directly or indirectly, any securities of any parent or subsidiary of
the Company.
Other Proceedings
There are no material proceedings to which
the participants or any of his or her associates is a party adverse to the Company or has a material interest adverse to the Company.
Miscellaneous Information Concerning Participants
Except as described in the Proxy Statement,
the First Supplement and this Second Supplement, none of the participants (i) beneficially owns (within the meaning of Rule 13d-3
under the Exchange Act), directly or indirectly, any shares or other securities of the Company or any of the Company’s subsidiaries;
(ii) owns any securities of the Company of record but not beneficially; (iii) has purchased or sold any of such securities
within the past two years; or (iv) is, or within the past year was, a party to any contract, arrangement or understanding
with any person with respect to any such securities. No part of the purchase price or market value of any of the Company’s
securities owned by any participant is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding
such securities. Except as disclosed in the Proxy Statement, the First Supplement and this Second Supplement, none of the participants’
associates beneficially owns, directly or indirectly, any of the Company’s securities. Other than as disclosed in the Proxy
Statement, the First Supplement and this Second Supplement, neither the Company nor any of the participants has any substantial
interests, direct or indirect, by security holding or otherwise, in any matter to be acted upon pursuant to the Proxy Statement,
the First Supplement and this Second Supplement or is or has been within the past year a party to any contract, arrangement or
understanding with any person with respect to any of the Company’s securities, including, but not limited to, joint ventures,
loan or option agreements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits or the
giving or withholding of proxies. Other than as set forth in the Proxy Statement, the First Supplement and this Second Supplement,
none of the Company, the participants or any of their affiliates has had or will have a direct or indirect material interest in
any transaction or series of similar transactions since the beginning of the Company’s last fiscal year or any currently
proposed transactions, or series of similar transactions, to which the Company or any of the Company’s subsidiaries was or
is to be a party in which the amount involved exceeds $120,000.
Other than as set forth in the Proxy Statement,
the First Supplement and this Second Supplement, none of the Company, any of the participants or any of their affiliates has any
arrangements or understandings with any person with respect to any future employment by the Company or the Company’s affiliates
or with respect to any future transactions to which the Company or any of its affiliates will or may be a party.
Other than as set forth in the Proxy Statement,
the First Supplement and this Second Supplement, there are no material legal proceedings in which any of the directors or executive
officers of the Company is a party adverse to the Company or any of its subsidiaries, or proceedings in which such directors or
executive officers have a material interest adverse to the Company or any of its subsidiaries. Other than as set forth in the Proxy
Statement, the First Supplement and this Second Supplement, none of the Company or any of the other participants has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the past ten years.
Our Certificate of Incorporation and the By-Laws
also provide that we shall indemnify and hold harmless each person who serves at any time as a director, officer, employee or agent
of the Company from and against any and all claims, judgments and liabilities to which such person shall become subject by reason
of the fact that he is or was a director, officer, employee or agent of the Company and shall reimburse such person for all legal
and other expenses reasonably incurred by him or her in connection with any such claim or liability. We also have the power to
defend such person from all suits or claims in accord with New York law. The rights accruing to any person under our Certificate
of Incorporation and the By-Laws do not exclude any other right to which any such person may lawfully be entitled, and we may indemnify
or reimburse such person in any proper case, even though not specifically provided for by our Certificate of Incorporation and
the By-Laws.
Questions? Need Help Voting?
Please contact our Strategic Shareholder Advisor
and Proxy Solicitation Agent, Kingsdale Advisors
CONTACT US:
Kingsdale Advisors
1-888-518-1554 (toll-free in North America)
(416) 867-2272 (outside of North America)
email: ENZ@kingsdaleadvisors.com
PRELIMINARY COPY DATED JANUARY
31, 2020 — SUBJECT TO COMPLETION
Form of Gold Proxy
ENZO BIOCHEM, INC.
YOUR VOTE IS IMPORTANT
Please take a moment now to vote your shares
of Enzo Biochem,
Inc. common stock for the upcoming Annual Meeting of
Shareholders.
YOU CAN VOTE TODAY IN ONE OF THREE WAYS:
1.
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VOTE
BY TELEPHONE – Call toll-free from the U.S. or Canada at 1-800-PROXIES (1-800-776-9437),
on a touch-tone telephone. If outside the U.S. or Canada, call 1-718-921-8500. Then,
simply follow the easy voice prompts. You will be required to provide the unique control
number printed below.
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OR
2.
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VOTE BY INTERNET – Please access www.voteproxy.com, and follow
the simple instructions provided. Please note you must type an “s” after “http”.
You will be required to provide the unique control number printed below.
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CONTROL NUMBER:
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You may vote by telephone or Internet 24 hours a day, 7 days a week.
Your telephone or Internet vote authorizes the named proxies to vote your shares in the same manner
as if you had marked, executed and returned a proxy card.
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OR
3.
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VOTE
BY MAIL – Mark, sign and date your proxy card and return it in the postage-paid
envelope we have provided or mail it to AST Financial, 6201 15th Avenue, Brooklyn, NY
11219, Attention: Proxy Operations.
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▼ TO VOTE BY MAIL, PLEASE DETACH
PROXY CARD HERE AND RETURN IN THE POSTAGE-PAID ENVELOPE PROVIDED ▼
x Please
mark your vote as indicated in this example
THIS PROXY CARD IS VALID ONLY WHEN
SIGNED AND DATED.
The Board of Directors
recommends you vote “FOR” Proposal 1, “FOR” all of the nominees under Proposals 3 and 4 and “FOR”
Proposals 5, 6 and 7.
1.
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Company proposal to approve an amendment to the Company’s
By-Laws to increase the size of the Board:
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For o
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Against o
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Abstain o
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2.
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Election
of two Class II Directors
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3.
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Election
of Rebecca J. Fischer as a Class I Director:
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4.
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If
the shareholders approve Proposal 1, election of Barry W. Weiner as a Class III Director:
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5.
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Company
proposal to approve, on an advisory basis, Named Executive Officer compensation:
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For o
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Against o
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Abstain o
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6.
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Company
proposal to ratify the appointment of EisnerAmper, LLP, as the Company’s independent
registered public accounting firm for fiscal 2020:
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For o
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Against o
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Abstain o
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7.
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Company
proposal to approve an amendment to the Company’s By-Laws to implement majority
voting in uncontested director elections:
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For o
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Against o
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Abstain o
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Date:
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Signature:
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Signature (if jointly held):
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Title(s):
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NOTE: Please sign exactly
as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, trustee, guardian, custodian or other fiduciary,
please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership,
please sign in full corporate or partnership name by authorized officer.
PRELIMINARY COPY DATED JANUARY
31, 2020 — SUBJECT TO COMPLETION
PLEASE VOTE TODAY!
SEE REVERSE SIDE
FOR THREE EASY WAYS TO VOTE.
▼ TO VOTE BY MAIL, PLEASE DETACH
PROXY CARD HERE, SIGN, DATE AND RETURN IN THE POSTAGE-PAID ENVELOPE PROVIDED ▼
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF ENZO BIOCHEM, INC.
2019 ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints
Dov Perlysky and Barry W. Weiner or any of the foregoing, as proxies, each with full power of substitution, revoking all proxies
previously given, and hereby authorizes them to represent and to vote, as designated on the reverse side of this form, all shares
of common stock of Enzo Biochem, Inc. that the undersigned would be entitled to vote if personally present at the 2019 Annual Meeting
of Shareholders to be convened at 9:00 a.m. on January 31, 2020 and immediately adjourned and reconvened on February 25, 2020 at
9:00 a.m. at The Yale Club of New York City, 50 Vanderbilt Avenue, New York, NY 10017 including any adjournments, postponements
or continuations thereof, (the “Annual Meeting”).
This proxy, when properly
executed, will be voted in the manner specified on the reverse side. IF THIS PROXY IS EXECUTED, BUT NO INSTRUCTION IS GIVEN,
THIS PROXY WILL BE VOTED “FOR” PROPOSAL 1, “FOR” ALL OF THE NOMINEES UNDER PROPOSALS 3 and 4 AND “FOR”
PROPOSALS 5, 6 and 7. Since the Harbert Nominees have not consented to be named in the Company’s proxy statement and proxy
card, this proxy will not be voted on Proposal 2. However, since the Board is not nominating any director candidates to oppose
the Harbert Nominees, assuming Harbert or any other shareholder votes for them, both Harbert Nominees will be elected to the Board.
The proposals are more fully described in the Proxy Statement, First Supplement and Second Supplement. If a matter is not timely
submitted pursuant to Rule 14a-4(c)(1), the proxies appointed in this proxy card will have discretionary authority to vote with
respect to any such matter subsequently and properly raised at the Annual Meeting. Only shareholders of record as of the close
of business on December 3, 2019, may vote at the Annual Meeting.
PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD, USING THE ENCLOSED ENVELOPE.
YOUR VOTE IS IMPORTANT - PLEASE VOTE
TODAY
Continued and to be signed and dated
on reverse side
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