UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): August 22, 2019
ENZON PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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001-36435 |
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22-2372868 |
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20 Commerce Drive (Suite 135), Cranford, New Jersey |
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07016 |
(732) 980-4500
(Registrants telephone number, including area code)
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 (17 CFR 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))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
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Trading Symbol(s) |
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Name of Each Exchange on Which |
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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 o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2019 annual meeting of stockholders of Enzon Pharmaceuticals, Inc. (the Company) was held on August 22, 2019. At the 2019 annual meeting of stockholders, the Companys stockholders voted on the following matters as described in the Companys proxy materials: (1) the election of three directors, each for a one-year term expiring at the Companys next annual meeting of stockholders and until such directors successor is elected and qualified, (2) the ratification of the appointment of EisnerAmper LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2019, and (3) the approval, on an advisory basis, of the compensation of the Companys named executive officers. A total of 40,820,119 shares of common stock were present or represented by proxy at the 2019 annual meeting of stockholders, representing approximately 92% of the total shares of common stock entitled to vote at the 2019 annual meeting of stockholders.
1. Election of Directors The Companys stockholders elected each of the following individuals as a director for a one-year term expiring at the Companys next annual meeting of stockholders and until such directors successor is elected and qualified, as set forth below:
Nominee |
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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Jonathan Christodoro |
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15,865,036 |
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241,535 |
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20,493 |
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24,693,055 |
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Odysseas Kostas, M.D. |
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15,916,479 |
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192,025 |
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18,560 |
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24,693,055 |
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Jennifer McNealey |
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13,458,820 |
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2,640,742 |
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27,502 |
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24,693,055 |
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2. Ratification of the appointment of EisnerAmper LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2019 This proposal was approved as set forth below:
Votes For |
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Votes Against |
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Abstentions |
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40,447,702 |
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292,633 |
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79,784 |
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3. Approval, on an advisory basis, of the compensation of the Companys named executive officers This proposal was approved as set forth below:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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12,810,394 |
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3,225,850 |
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90,820 |
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24,693,055 |
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Item 8.01. Other Events.
Special Cash Dividend
On August 22, 2019, the Companys Board of Directors (the Board) declared a special cash dividend of $0.12 per share of the Companys common stock, payable on October 15, 2019 to stockholders of record at the close of business on October 1, 2019.
SIGNATURES
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.
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ENZON PHARMACEUTICALS, INC. | |
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(Registrant) | |
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Date: August 22, 2019 |
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By: |
/s/ Andrew Rackear |
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Name: Andrew Rackear | |
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Title: Chief Executive Officer and Secretary |