Current Report Filing (8-k)
February 03 2023 - 04:03PM
Edgar (US Regulatory)
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2023-01-31
2023-01-31
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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 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): January 31, 2023
Enzo Biochem, Inc.
(Exact Name of Registrant
as Specified in Its Charter)
New York
(State or Other Jurisdiction
of Incorporation)
001-09974 |
|
13-2866202 |
(Commission File Number) |
|
(IRS Employer Identification No.) |
|
|
|
81 Executive Blvd. Suite 3 |
|
|
Farmingdale, New York |
|
11735 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
(212) 583-0100
(Registrant’s Telephone
Number, Including Area Code)
N/A
(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) |
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|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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 |
|
Name of Each Exchange on Which Registered |
Common Stock, $0.01 par value |
|
ENZ |
|
The New York Stock Exchange |
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-1 of this chapter).
Emerging growth company ☐
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. ☐
Item 5.07 Submission of Matters to a Vote of
Security Holders.
On January 31, 2023, Enzo
Biochem, Inc. (the “Company”) held its 2022 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual
Meeting, the holders of 38,292,209 (78.59%) shares of the Company’s common stock entitled to vote were represented in person or
by proxy constituting a quorum.
At the Annual Meeting, shareholders:
|
● |
Elected Hamid Erfanian, Bradley L. Radoff, and Mary Tagliaferri, M.D. to the Company’s board of directors to hold office for a term ending as of the Company’s 2023 annual meeting of shareholders, and until each such director’s successor is elected and qualified (“Election of Directors”); |
|
● |
Did not approve the compensation of the Company’s Named Executive Officers (the “Advisory Proposal”), which was a nonbinding advisory vote; and |
|
● |
Ratified the Company’s appointment of EisnerAmper LLP to serve as the Company’s independent registered public accounting firm for the Company’s fiscal year ending July 31, 2023 (the “Auditor Proposal”). |
The specific votes were as follows:
|
1. |
The Election of Directors:
|
VOTES* |
NOMINEE |
|
FOR |
|
|
AGAINST |
|
|
WITHHELD |
|
Hamid Erfanian |
|
|
23,899,175 |
|
|
|
5,738,279 |
|
|
|
165,195 |
|
Bradley L. Radoff |
|
|
19,226,911 |
|
|
|
10,508,478 |
|
|
|
67,260 |
|
Mary Tagliaferri, M.D. |
|
|
19,143,515 |
|
|
|
10,586,199 |
|
|
|
72,935 |
|
|
|
|
|
|
|
|
|
|
|
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|
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* |
There were 8,489,560 broker non-votes on this matter. |
|
2. |
The Advisory Proposal: |
VOTES* |
|
FOR |
|
AGAINST |
|
ABSTAIN |
8,347,247 |
|
21,015,079 |
|
440,323 |
|
* |
There were 8,489,560 broker non-votes on this matter. |
VOTES* |
|
FOR |
|
AGAINST |
|
ABSTAIN |
33,442,305 |
|
4,743,809 |
|
106,095 |
|
* |
There were 0 broker non-votes on this matter. |
SIGNATURES
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.
|
ENZO BIOCHEM, INC. |
|
|
|
Date: February 3, 2023
|
By: |
/s/ Hamid Erfanian |
|
|
Hamid Erfanian |
|
|
Chief Executive Officer |
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