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Washington, DC 20549












Date of Report (Date of earliest event reported): August 10, 2023




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


12 Penns Trail

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:


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


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


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


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


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $.01 per share   ONTX   The Nasdaq Stock Market LLC


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company  ¨







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


On August 10, 2023, Onconova Therapeutics, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). As previously disclosed in the Form 8-K filed on July 21, 2023, the Company had adjourned its Annual Meeting due to a lack of quorum. A total of 10,515,016 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 eight directors, each to hold office until the 2024 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
James J. Marino  5,541,973  1,384,429  3,588,614
Steven M. Fruchtman  5,555,005  1,371,397  3,588,614
Peter Atadja  5,670,083  1,256,319  3,588,614
Trafford Clarke  5,541,659  1,384,743  3,588,614
Jerome E. Groopman  5,537,395  1,389,007  3,588,614
Viren Mehta  5,570,427  1,355,975  3,588,614
M. Teresa Shoemaker  5,592,043  1,334,359  3,588,614
Jack E. Stover  5,559,133  1,367,269  3,588,614


Proposal 2. 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
4,959,016  1,066,808  900,578  3,588,614


Proposal 3. 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, 2023. The proposal was approved by a vote of the stockholders as follows:


For  Against  Abstain  Broker Non-Votes
9,271,526  368,397  875,093  -


With regard to Proposal 2, 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.







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 15, 2023 Onconova Therapeutics, Inc.
  By: /s/ MARK GUERIN 
    Name: Mark Guerin
    Title: Chief Operating Officer & Chief Financial Officer