Additional Proxy Soliciting Materials (definitive) (defa14a)
December 28 2020 - 8:01AM
Edgar (US Regulatory)
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 ☒
Filed
by a Party other than the Registrant ☐
Check
the appropriate box:
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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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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Under Rule 14a-12
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Enzo
Biochem, Inc.
(Name
of Registrant as Specified in Its Charter)
(Name
of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Enzo Biochem, Inc.
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527 Madison Avenue
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New York, NY 10022
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FOR IMMEDIATE RELEASE
ENZO RESPONDS AFTER REVIEWING THE POSITION
OF INSTITUTIONAL SHAREHOLDER SERVICES
NEW YORK, NY, December 28, 2020 – Enzo Biochem, Inc. (NYSE:ENZ)
(“Enzo” or “The Company”), a leading biosciences and diagnostics company, announced
today that it has reviewed the position of Institutional Shareholder Services (“ISS”) regarding the Company's executive
compensation approach for the fiscal year ended July 31, 2020. To acknowledge and address the issues within the ISS report, Dr.
Elazar Rabbani, the Company’s Chairperson and CEO, has requested the Compensation Committee of the Company’s Board
of Directors not to pay his previously announced bonus in cash. In lieu thereof, he has requested such bonus be paid in common
stock of Enzo based on the closing price of the Company’s shares on the date of issuance. Mr. Barry Weiner, the Company’s
President, followed Dr. Rabbani’s lead and made a similar request of the Compensation Committee. The Company stated the Compensation
Committee has agreed to such requests and that Dr. Rabbani and Mr. Weiner have agreed to hold the common stock paid as bonus for
at least three years post issuance.
In addition, the Company’s
Compensation Committee will be reconstituted after next week’s Annual Shareholders meeting to include the newly elected directors.
They will serve as a majority of the Compensation Committee along with Rebecca Fischer. Drs. Mary Tagliaferri and Ian Walters have
agreed that, if elected by the shareholders, either of them would be willing to serve as Chair of said Committee. The Company remains
committed to ongoing shareholder engagement to further demonstrate its efforts to affirmatively respond to shareholder feedback.
About Enzo Biochem
Enzo Biochem is a pioneer in molecular diagnostics, leading
the convergence of clinical laboratories, life sciences and intellectual property through the development of unique diagnostic
platform technologies that provide numerous advantages over previous standards. A global company, Enzo Biochem utilizes cross-functional
teams to develop and deploy products, systems and services that meet the ever-changing and rapidly growing needs of health care
today and into the future. Underpinning Enzo Biochem’s products and technologies is a broad and deep intellectual property
portfolio, with patent coverage across a number of key enabling technologies.
Forward-Looking Statements
Except for historical information, the
matters discussed in this release may be considered "forward-looking" statements within the meaning of Section 27A of
the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include
declarations regarding the intent, belief or current expectations of the Company and its management, including those related to
cash flow, gross margins, revenues, and expenses which are dependent on a number of factors outside of the control of the Company
including, inter alia, the markets for the Company’s products and services, costs of goods and services, other expenses,
government regulations, litigation, and general business conditions. See Risk Factors in the Company’s Form 10-K for the
fiscal year ended July 31, 2020. Investors are cautioned that any such forward-looking statements are not guarantees of future
performance and involve a number of risks and uncertainties that could materially affect actual results. The Company disclaims
any obligations to update any forward-looking statement as a result of developments occurring after the date of this release.
###
Contact:
For Enzo Biochem, Inc.
David Bench, CFO
212-583-0100
dbench@enzo.com
Media:
Marisa Monte
Berry & Company Public Relations
212-253-8881
mmonte@berrypr.com
Investors:
Jeremy Feffer
LifeSci Advisors, LLC
212-915-2568
jeremy@lifesciadvisors.com
Steve Anreder
Anreder & Company
212-532-3232
Steven.anreder@anreder.com
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