Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 4, 2021, the shareholders of Enzo
Biochem, Inc. (the “Company”) voted to approve the Amended and Restated 2011 Incentive Plan (the “2011 Plan”).
The principal modifications to the 2011 Plan
include (i) an additional 4,000,000 shares of common stock of the Company (“Common Stock”) will be available for grant
under the 2011 Plan; (ii) the term of the 2011 Plan has been extended until October 7, 2030; and (iii) certain provisions of the
2011 Plan regarding the “performance-based compensation” exemption repealed by the Tax Cuts and Jobs Act of 2017 have
been deleted.
The foregoing description of the 2011 Plan
is qualified in its entirety by reference to the 2011 Plan, a copy of which is attached as Exhibit A to the Company’s definitive
proxy statement, filed with the Securities and Exchange Commission on November 27, 2020, as supplemented (the “Proxy Statement”),
and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Shareholders
(the “Annual Meeting”) on January 4, 2021. As of November 23, 2020, the record date for the Annual Meeting, there were
a total of 47,895,050 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. There were present at the
meeting either in person, online, or by valid proxy, the holders of 30,824,490 shares of Common Stock, and, therefore, a quorum
was present. Set forth below are the proposals voted upon at the Annual Meeting and the final voting results as certified by the
independent inspector of elections. For more information about any of the proposals voted on at the Annual Meeting, please see
the Proxy Statement.
Proposal 1 – Election of the nominees
listed below:
(a) Class III Directors:
Nominee
|
Votes For
|
Against
|
Abstentions
|
Broker Non-Vote
|
Elazar Rabbani, Ph.D.
|
10,499,420
|
13,430,432
|
195,973
|
1,425,621
|
Ian Walters, M.D.
|
23,844,493
|
5,414,177
|
140,199
|
1,425,621
|
(b) Class II Director:
Nominee
|
Votes For
|
Against
|
Abstentions
|
Broker Non-Vote
|
Mary Tagliaferri, M.D.
|
18,569,554
|
5,418,300
|
137,971
|
1,425,621
|
On the basis of the above votes, (i) Dr. Walters was elected to
serve as a Class III Director on the Board of Directors of the Company (the “Board”), to hold office for a term of
three (3) years or until his respective successor has been duly elected and qualified; and (ii) Dr. Tagliaferri was elected to
serve as a Class II Director on the Board, to hold office for a term of two (2) years or until her respective successor has been
duly elected and qualified.
Dr. Rabbani did not receive a majority of the votes cast in the
affirmative and, pursuant to the terms of the Company’s Amended and Restated By-laws (the “By-Laws”), conditionally
tendered his resignation to the Board, with the effectiveness of such resignation being conditioned on the Board’s acceptance
of such resignation in accordance with the By-Laws. The Nominating/Governance Committee of the Board will consider Dr. Rabbani’s
resignation and make a recommendation to the Board on whether to accept or reject such resignation, or whether other action should
be taken. The Board has 90 days from the date of certification of the election results to determine what action to take with respect
to Dr. Rabbani’s resignation. The Board will publicly disclose its decision through the filing of a Current Report on Form
8-K. Dr. Rabbani will continue to serve as a director pending the Board’s determination with respect to his conditional resignation.
Proposal 2 – Approve, in a non-binding advisory vote, the
compensation of the Company’s named executive officers:
Votes for
|
10,557,570
|
Votes against
|
18,561,860
|
Abstentions
|
279,439
|
Broker Non-Votes
|
1,425,621
|
On the basis of the above votes, the proposal to approve, in a nonbinding
advisory vote, the compensation of the Company’s named executive officers was not approved.
Proposal 3 – Ratification of the Company’s appointment
of EisnerAmper LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending
July 31, 2021:
Votes for
|
30,200,549
|
Votes against
|
496,499
|
Abstentions
|
127,442
|
Broker non-votes.
|
(0)
|
On the basis of the above votes, the proposal 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, 2021 was approved.
Proposal 4 – Approve the amendment and restatement of the
Company’s Amended and Restated 2011 Incentive Plan, including an increase in the number of shares of Common Stock authorized
for grant under such plan:
Votes for
|
21,777,014
|
Votes against
|
7,148,001
|
Abstentions
|
473,854
|
Broker non-votes.
|
1,425,621
|
On the basis of the above votes, the proposal to approve the amendment
and restatement of the Company’s Amended and Restated 2011 Incentive Plan was approved.