UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Emerging growth company
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 18, 2022, Onconova Therapeutics, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). As previously disclosed in the Form 8-K filed on July 21, 2022, the Company had adjourned its Annual Meeting due to a lack of quorum. A total of 10,468,385 shares were represented at the Annual Meeting, which represented a quorum. At the Annual Meeting, the stockholders of the Company voted on the below proposals. The voting results on these proposals were as follows:
Proposal 1. To elect six directors, each to hold office until the 2023 Annual Meeting of Stockholders and until his or her successor is elected and qualified. Each nominee for director was elected by a vote of the stockholders as follows:
| Nominee | For | Withheld | Broker Non-Votes | |||||||||
| Steven M. Fruchtman, M.D. | 5,681,181 | 1,232,985 | 3,554,219 | |||||||||
| Jerome E. Groopman, M.D. | 5,470,990 | 1,443,176 | 3,554,219 | |||||||||
| James J. Marino | 5,681,775 | 1,232,391 | 3,554,219 | |||||||||
| Viren Mehta | 5,432,642 | 1,481,524 | 3,554,219 | |||||||||
| M. Teresa Shoemaker | 5,708,920 | 1,205,246 | 3,554,219 | |||||||||
| Jack E. Stover | 5,677,157 | 1,237,009 | 3,554,219 | |||||||||
Proposal 2 To consider and vote upon the Amendment and Restatement of the 2021 Incentive Compensation Plan. The proposal was approved by a vote of the stockholders as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 4,824,565 | 2,017,137 | 72,464 | 3,554,219 | |||||||||||
Proposal 3. To approve, on an advisory basis, the compensation of our named executive officers. The proposal was approved by a vote of the stockholders as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 4,976,923 | 1,531,655 | 405,588 | 3,554,219 | |||||||||||
Proposal 4. To consider and vote upon the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. The proposal was approved by a vote of the stockholders as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 9,266,019 | 1,089,945 | 112,421 | - | |||||||||||
With regard to Proposal 3, the Company’s Compensation Committee of the Board of Directors takes note of the results of the advisory “say-on-pay” proposal and expects to consider these results and feedback received from the Company’s ongoing stockholder engagement program, among the factors considered in connection with continuing to discharge its responsibilities in setting the compensation of the Company’s named executive officers.
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: August 18, 2022 | Onconova Therapeutics, Inc. | |
| By: | /s/ MARK GUERIN | |
| Name: Mark Guerin | ||
| Title: Chief Operating Officer & Chief Financial Officer | ||