Current Report Filing (8-k)
September 03 2020 - 4:23PM
Edgar (US Regulatory)
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): September 3, 2020
CYTRX
CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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000-15327
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58-1642740
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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11726
San Vicente Boulevard, Suite 650
Los
Angeles, California 90049
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (310) 826-5648
Former
name or former address, if changed since last report: None
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:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.001 per share
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CYTR
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OTC
Markets
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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 [ ]
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
Annual
Meeting of Stockholders
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(a)
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On
Thursday, September 3, 2020, CytRx Corporation (“CytRx” or the “Company) held its 2020 Annual Meeting of
Stockholders (the “Annual Meeting”). At the Annual Meeting, 28,418,072 shares, or approximately 77.9% of all outstanding
shares of common stock, were present either in person or by proxy.
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(b)
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At
the Annual Meeting, CytRx stockholders voted on the matters set forth below, with the final vote results presented below.
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Proposal
1 – All nominees for election to the CytRx Board of Directors (the “Board”) as Class I and Class II directors
were elected. The Class I director was elected for a two-year term to expire at the Annual Meeting of Stockholders to be held
in 2022, and the Class II director was elected for a three-year term to expire at the Annual Meeting of Stockholders to be held
in 2023. The voting:
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Name
of Nominee
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For
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Withheld
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Broker
Non-Votes
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Dr. Louis
Ignarro (Class I)
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11,393,533
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4,806,588
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12,217,951
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70.3
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%
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29.7
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%
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Steven A. Kriegsman
(Class II)
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10,785,928
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5,414,193
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12,217,951
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66.6
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%
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33.4
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%
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Proposal
2 – Shareholders approved the Board’s proposal to ratify the appointment of Weinberg & Company as the Company’s
independent registered public accounting firm for the fiscal year ending December 31, 2020, based upon the following votes:
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For
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Against
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Abstain
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Broker Non-Votes
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23,136,220
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3,785,918
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1,495,934
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0
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81.4
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%
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13.3
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%
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5.3
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%
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Item
7.01 Regulation FD Disclosure.
On
September 3, 2020, the Company issued a press release relating to the results of the Annual Meeting and other matters. A copy
of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The
information furnished in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such
filing, except as shall be expressly set forth by specific reference in such filing.
Item
9.01 Financial Statement and Exhibits.
(d)
Exhibits.
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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CYTRX
CORPORATION
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Date:
September 3, 2020
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/s/
John Y. Caloz
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John
Y. Caloz
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Chief
Financial Officer
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CytRx (QB) (USOTC:CYTR)
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