proxies from stockholders by personal contact, by telephone, or by other means if necessary in order to assure sufficient representation at the Special Meeting.
Broadridge Financial Solutions has been retained to act as inspector of elections at the Special Meeting. We expect to pay Broadridge Financial Solutions approximately $9,000 for these services. In addition, we engaged McKenzie Partners to assist with proxy solicitation at a cost not to exceed $15,000.
What does it mean if I receive more than one proxy card?
If you receive more than one proxy card, your shares are registered in more than one name or are registered in different accounts. Please follow the voting instructions with respect to each proxy card to ensure that all of your shares are voted.
Can I change my vote after submitting my proxy?
Yes. You can revoke your proxy at any time before the closing of the polls at the Special Meeting. If you are a stockholder of record, you may revoke your proxy at any time before it is exercised by providing written notice to our Secretary at Onconova Therapeutics, Inc., 375 Pheasant Run, Newtown PA 18940, by delivery to us of a properly executed proxy bearing a later date, or by voting in person electronically by virtually attending the meeting. Simply attending the Special Meeting virtually will not, by itself, revoke your proxy.
If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.
What is the quorum requirement?
A quorum of stockholders is necessary to hold a valid Special Meeting. A quorum will be present if at least the holders of a majority of the outstanding shares entitled to vote are represented by stockholders present at the Special Meeting or by proxy. On the Record Date, there were shares outstanding and entitled to vote. Thus, shares must be represented by stockholders present at the Special Meeting or by proxy to have a quorum.
Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person electronically at the Special Meeting. Abstentions will be counted towards the quorum requirement. If there is no quorum, the chairman of the Special Meeting or the holders of a majority of the outstanding shares entitled to vote present in person or by proxy at the Special Meeting may adjourn the meeting to another date.
What are “broker non-votes”?
A broker non-vote occurs when shares held by a broker are not voted with respect to a proposal because (1) the broker has not received voting instructions from the stockholder who beneficially owns the shares and (2) the broker lacks the authority to vote the shares at their discretion. A broker does not have the authority, unless the stockholder provides the broker with voting instructions, to vote on non-routine matters. If a stockholder does not provide the broker with voting instructions, a broker does have discretionary authority to vote your shares with respect to routine matters
Because the Reverse Stock Split Proposal, the Authorized Shares Decrease Proposal and the Adjournment Proposal are “routine” matters, , a broker will be permitted to exercise its discretion to vote uninstructed shares on such proposals. As a result, we do not expect there to be any broker non-votes.
How are votes counted?
Votes will be counted by the inspector of election appointed for the Special Meeting, who will separately count “For” and “Against” votes, abstentions and, if any, broker non-votes. See below for further explanation on vote requirement for each proposal.
How many votes are needed to approve the Reverse Stock Split Proposal?
The affirmative vote of the holders of a majority of the outstanding shares of our common stock is required to approve the Reverse Stock Split Proposal. Abstentions will have the same effect as “Against”