UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 


 

FORM 8-K

 


 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): May 18, 2016

 


 

Onconova Therapeutics, Inc.

(Exact name of Registrant as specified in its charter)

 


 

Delaware

 

001-36020

 

22-3627252

(State or Other Jurisdiction
of Incorporation or Organization)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

 

375 Pheasant Run
Newtown, PA 18940
(267) 759-3680

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

 

Not Applicable

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

 


 

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

 

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

 

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

 

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

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

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

 

On May 18, 2016, Onconova Therapeutics, Inc. (the “Company”) held its 2016 Annual Meeting of Stockholders. At the Annual Meeting, the Company’s stockholders voted on the following proposals:

 

1. To elect the eight nominees named in the Company’s proxy statement to serve for a one-year term as a director of the Company expiring at the Company’s 2016 Annual Meeting of Stockholders and, in each case, until a successor is elected and qualified. Each nominee for director was elected by a vote of the stockholders as follows:

 

Name

 

For

 

Withheld

 

Broker Non-Votes

 

Henry S. Bienen

 

12,317,203

 

219,327

 

7,356,197

 

Jerome E. Groopman

 

12,320,427

 

216,103

 

7,356,197

 

Michael B. Hoffman

 

12,330,503

 

206,027

 

7,356,197

 

Ramesh Kumar

 

12,313,075

 

223,455

 

7,356,197

 

James J. Marino

 

12,327,103

 

209,427

 

7,356,197

 

Viren Mehta

 

12,315,093

 

221,437

 

7,356,197

 

E. Premkumar Reddy

 

12,314,627

 

221,903

 

7,356,197

 

Jack E. Stover

 

12,320,693

 

215,837

 

7,356,197

 

 

2. To amend the Company’s certificate of incorporation to combine outstanding shares of its common stock into a lesser number of outstanding shares, a “reverse stock split,” by a ratio of not less than one-for-eight and not more than one-for-twelve, with the exact ratio to be set within this range by the Company’s board of directors in their sole discretion. The proposal was approved by a vote of the stockholders as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

17,065,724

 

2,623,174

 

203,829

 

 

 

3. To approve, conditioned upon stockholder approval and implementation of the reverse stock split, an amendment to the Company’s certificate of incorporation to reduce the number of authorized shares of common stock from 75,000,000 to 25,000,000. The proposal was approved by a vote of the stockholders as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

17,087,946

 

2,599,252

 

205,529

 

 

 

4. To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2016. The proposal was approved by a vote of the stockholders as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

19,569,831

 

109,332

 

213,564

 

 

 

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SIGNATURE

 

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

 

Dated: May 23, 2016

Onconova Therapeutics, Inc.

 

 

 

 

 

By:

/s/ Mark Guerin

 

 

 

Name: Mark Guerin

 

 

 

Title: Vice President — Finance and Accounting and Chief
Accounting Officer

 

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