Additional Proxy Soliciting Materials (definitive) (defa14a)
June 12 2020 - 05:19PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant x |
Filed by a Party other than the Registrant
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Check the appropriate box: |
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
x |
Definitive Additional Materials |
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Soliciting Material under §240.14a-12 |
ONCONOVA THERAPEUTICS, INC. |
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(Name of Registrant as
Specified In Its Charter) |
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(Name of Person(s)
Filing Proxy Statement, if other than the Registrant) |
Payment of Filing Fee (Check the appropriate
box): |
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No fee required. |
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Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11. |
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computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
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Proposed maximum aggregate value of transaction: |
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Total fee paid: |
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Fee paid previously with preliminary
materials. |
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Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the Form
or Schedule and the date of its filing. |
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Onconova Therapeutics, Inc., a
Delaware corporation (“Onconova” or the “Company”), is filing
materials contained in this Schedule 14A with the U.S. Securities
and Exchange Commission (the “SEC”) as definitive additional
materials pursuant to Rule 14a-6(b) under the Securities Exchange
Act of 1934, as amended, in connection with the solicitation of
proxies by the Board of Directors for the Company’s Reconvened 2020
Annual Meeting of Stockholders (the “Reconvened Annual Meeting”).
On April 23, 2020, Onconova filed a definitive proxy statement (the
“2020 Proxy Statement”) and a definitive form of proxy card with
the SEC in connection with the Company’s 2020 Annual Meeting of
Stockholders held on May 27, 2020 (the “Annual Meeting”). On June
10, 2020, Onconova filed definitive additional proxy materials (the
“June 10 Proxy Materials”) which included, among other materials,
an updated form of proxy card (the “June 10 Proxy Card”), with the
SEC in connection with the Reconvened Annual Meeting.
The June 10 Proxy Card asked
stockholders to vote on the following proposals: (i) a proposal to
amend the Company’s Tenth Amended and Restated Certificate of
Incorporation, as amended to combine outstanding shares of the
Company’s common stock into a lesser number of outstanding shares,
or a “reverse stock split”, by a ratio of not less than
one-for-five and not more than one-for-twenty-five, with the exact
ratio to be set within this range by the Board of Directors in its
sole discretion (“Proposal 2”); (ii) a proposal to adopt and
approve Amendment 2020-1 to the 2018 Omnibus Incentive Compensation
Plan, as amended and restated (“Proposal 7”); and (iii) a proposal
to adjourn the Reconvened Annual Meeting, if necessary, to solicit
additional proxies in the event that there are not sufficient votes
at the time of the Reconvened Annual Meeting to approve Proposal
Seven (“Proposal 8”). As previously disclosed in the June 10 Proxy
Materials, the Company expects it will withdraw Proposal 2 at the
Reconvened Annual Meeting based on stockholder feedback and will
defer any reverse stock split until topline data from its pivotal
Phase 3 “INSPIRE” trial are announced (expected during the second
half of 2020), or as required by Nasdaq.
These definitive additional
materials were first sent or made available to stockholders on or
about June 12, 2020.
Updated Proxy Card
Attached hereto is a further
updated proxy card for the Reconvened Annual Meeting (the “Updated
Proxy Card”). After the filing of the June 10 Proxy Materials, the
Company was informed by Broadridge Financial Solutions
(“Broadridge”), which handles the Company’s proxy processing and
tabulation for the Reconvened Annual Meeting (in addition to
serving as the inspector of elections for the Reconvened Annual
Meeting), that due to technical limitations, in order to properly
tabulate votes at the Reconvened Annual Meeting, Broadridge
requests the Company deliver a proxy card which includes all of the
proposals submitted to stockholders for vote at the Annual Meeting
and the Reconvened Annual Meeting. To accommodate Broadridge’s
technical limitations, the Company has agreed to replace the June
10 Proxy Card with the Updated Proxy Card. The Updated Proxy Card
includes Proposals 2, 7 and 8, similar to the June 10 Proxy Card.
In addition, the Updated Proxy Card includes Proposals 1, 3, 4, 5
and 6, which were included in the 2020 Proxy Statement and voted
upon at the Annual Meeting. The voting on Proposals 1, 3, 4, 5 and
6 is completed and those proposals are no longer eligible to be
voted. Votes cast for Proposals 1, 3, 4, 5 or 6 will not be
tabulated at the Reconvened Annual Meeting. The Updated Proxy Card
replaces the June 10 Proxy Card in its entirety.
These definitive additional
materials should be reviewed in conjunction with the 2020 Proxy
Statement and the June 10 Proxy Materials. The information
disclosed in these definitive additional materials is limited to
changes from the information disclosed in the 2020 Proxy Statement,
the June 10 Proxy Materials and the June 10 Proxy Card, and all
information previously disclosed in the 2020 Proxy Statement and
the June 10 Proxy Materials and not supplemented or otherwise
modified herein remains in effect.

VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for
electronic delivery of information. Vote by 11:59 P.M. Eastern Time
on June 25, 2020. Have your proxy card in hand when you access the
web site and follow the instructions to obtain your records and to
create an electronic voting instruction form. ONCONOVA
THERAPEUTICS, INC. 375 PHEASANT RUN NEWTOWN, PA 18940 During The
Meeting - Go to www.virtualshareholdermeeting.com/ONTX2020 You may
attend the meeting via the Internet and vote during the meeting.
Have the information that is printed in the box marked by the arrow
available and follow the instructions. VOTE BY PHONE -
1-800-690-6903 Use any touch-tone telephone to transmit your voting
instructions. Vote by 11:59 P.M. Eastern Time on June 25, 2020.
Have your proxy card in hand when you call and then follow the
instructions. VOTE BY MAIL Mark, sign and date your proxy card and
return it in the postage-paid envelope we have provided or return
it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood,
NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS
FOLLOWS: D19648-Z77756 KEEP THIS PORTION FOR YOUR RECORDS DETACH
AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN
SIGNED AND DATED. ONCONOVA THERAPEUTICS, INC. AT THE RECONVENED
ANNUAL MEETING, THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE FOR
PROPOSALS 7 AND 8. THE VOTING ON PROPOSALS 1, 3, 4, 5 AND 6 IS
COMPLETED AND THOSE PROPOSALS ARE NO LONGER ELIGIBLE TO BE VOTED.
VOTES ON THIS PROXY CARD CAST ON PROPOSALS 1, 3, 4, 5 AND 6 WILL
NOT BE TABULATED. N/A 1. Election of Directors Nominees: 01) Jerome
E. Groopman05) Viren Mehta 02) Michael B. Hoffman06) E. Premkumar
Reddy 03) Steven M. Fruchtman07) Jack E. Stover For Withhold For
All AllAllExcept To withhold authority to vote for any individual
nominee(s), mark "For All Except" and write the number(s) of the
nominee(s) on the line below. ! ! ! 04) James J. Marino 08) Terri
Shoemaker For ! Against ! Abstain ! For ! Against ! Abstain ! N/A
6. Proposal to adjourn the Annual Meeting, if necessary, to solicit
additional proxies in the event there are not sufficient votes at
the time of the Annual Meeting to approve the reverse stock split.
2. Proposal to amend our Certificate of Incorporation to combine
outstanding shares of our common stock into a lesser number of
outstanding shares, or a "reverse stock split", by a ratio of not
less than one-for-five and not more than one-for-twenty-five, with
the exact ratio to be set within this range by the Board of
Directors in its sole discretion. ! ! ! ! ! ! 7. Proposal to
approve Amendment 2020-01 to the 2018 Omnibus Incentive
Compensation Plan, as amended and restated. 8. Proposal to adjourn
the Reconvened Annual Meeting, if necessary, to solicit additional
proxies in the event there are not sufficient votes at the time of
the Reconvened Annual Meeting to approve proposal 7. ! ! ! ! ! ! !
! ! N/A 3. Proposal to amend and restate the 2018 Omnibus Incentive
Compensation Plan. N/A 4. To approve, on an advisory basis, the
compensation of our named executive officers. 5. Ratification of
the selection of Ernst & Young LLP as our independent
registered public accounting firm for the fiscal year ending
December 31, 2020. N/A NOTE: Such other business as may properly
come before the meeting or any adjournment thereof. Please sign
exactly as your name(s) appear(s) hereon. When signing as attorney,
executor, administrator, or other fiduciary, please give full title
as such. Joint owners should each sign personally. All holders must
sign. If a corporation or partnership, please sign in full
corporate or partnership name by authorized officer. Signature
[PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners)
Date
Important Notice Regarding the
Availability of Proxy Materials for the Reconvened Annual Meeting:
The Proxy Statement and Form 10-K are available at
www.proxyvote.com. D19649-Z77756 ONCONOVA THERAPEUTICS, INC.
Reconvened Annual Meeting of Stockholders Friday, June 26, 2020
10:30 AM EDT This proxy is solicited by the Board of Directors The
stockholder(s) hereby appoint(s) Mark Guerin and Steven M.
Fruchtman, or either of them, as proxies, each with the power to
appoint his substitute, and hereby authorize(s) them to represent
and to vote, as designated on the reverse side of this ballot, all
of the shares of common stock of ONCONOVA THERAPEUTICS, INC. that
the stockholder(s) is/are entitled to vote at the Reconvened Annual
Meeting of Stockholders to be held at 10:30 AM, EDT on Friday, June
26, 2020, via a live webcast at
www.virtualshareholdermeeting.com/ONTX2020, and any adjournment or
postponement thereof. This proxy, when properly executed, will be
voted in the manner directed herein. If no such direction is made,
this proxy will be voted in accordance with the Board of Directors'
recommendations. Continued and to be signed on reverse
side
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