UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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On Wednesday, June 1, 2022, CTI BioPharma Corp. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”) at 10:00 a.m. Pacific Time. As of the close of business on April 7, 2022, the record date for the 2022 Annual Meeting, there were 101,020,981 shares of common stock entitled to vote at the meeting.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the 2022 Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated 2017 Equity Incentive Plan (as so amended, the “2017 Plan”) to increase the number of shares reserved for issuance thereunder by 8,000,000 and an amendment to the Company’s Amended and Restated 2007 Employee Stock Purchase Plan (as so amended, the “ESPP”) to increase the number of shares reserved for issuance thereunder by 500,000.
For additional information regarding the 2017 Plan and the ESPP, please refer to the headings “Summary Description of the 2017 Plan” and “Summary Description of the 2007 Employee Stock Purchase Plan” contained in Proposal 2 and Proposal 3, respectively, of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 19, 2022 (the “Proxy Statement”).
The foregoing descriptions and the summaries contained in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full texts of the 2017 Plan and the ESPP, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the 2022 Annual Meeting, each of the Company’s director nominees was elected and each of the other proposals voted on was approved. The proposals are described in the Proxy Statement and the final voting results are set forth below:
| Votes For |
Votes Against |
Abstentions | Broker Non-Votes |
|||||||||||||
| Proposal 1. Election of Directors |
||||||||||||||||
| • Adam R. Craig, M.D., Ph.D. |
42,281,987 | 400,081 | 55,623 | 16,448,869 | ||||||||||||
| • Laurent Fischer, M.D. |
39,160,175 | 3,516,504 | 61,012 | 16,448,869 | ||||||||||||
| • Michael A. Metzger |
41,285,923 | 1,381,415 | 70,353 | 16,448,869 | ||||||||||||
| • David Parkinson, M.D. |
41,273,354 | 1,394,014 | 70,323 | 16,448,869 | ||||||||||||
| • Diane Parks |
42,282,255 | 385,062 | 70,374 | 16,448,869 | ||||||||||||
| • Matthew D. Perry |
41,272,963 | 1,388,888 | 75,840 | 16,448,869 | ||||||||||||
| • Reed V. Tuckson, M.D., F.A.C.P. |
42,098,591 | 571,073 | 68,027 | 16,448,869 | ||||||||||||
| Proposal 2. Approval of Amendment to the Amended and Restated 2017 Equity Incentive Plan to Increase the Number of Authorized Shares |
30,647,173 | 12,044,954 | 45,564 | 16,448,869 | ||||||||||||
| Proposal 3. Approval of Amendment to the Amended and Restated 2007 Employee Stock Purchase Plan to Increase the Number of Authorized Shares |
41,923,736 | 763,977 | 49,978 | 16,448,869 | ||||||||||||
| Proposal 4. Ratification of Ernst & Young LLP as Independent Registered Public Accounting Firm |
58,194,812 | 941,657 | 50,091 | 0 | ||||||||||||
| Proposal 5. Advisory Vote on 2021 Named Executive Officer Compensation |
41,719,610 | 953,184 | 64,897 | 16,448,869 | ||||||||||||
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description |
Location | ||
| 10.1 | CTI BioPharma Corp. Amended and Restated 2017 Equity Incentive Plan. | Filed herewith. | ||
| 10.2 | CTI BioPharma Corp. Amended and Restated 2007 Employee Stock Purchase Plan. | Filed herewith. | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CTI BIOPHARMA CORP. | ||||||
| Date: June 3, 2022 | By: | /s/ David H. Kirske | ||||
| David H. Kirske | ||||||
| Executive Vice President, Chief Financial Officer | ||||||