Current Report Filing (8-k)
July 30 2021 - 4:08PM
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): July 29, 2021
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(g) 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 Series B Junior Participating Preferred Stock Purchase Rights
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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.
On
July 29, 2021, CytRx Corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”).
At the Annual Meeting, the following three proposals were submitted to the Company’s stockholders:
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1.
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Election
of two Class III directors to serve until the Company’s 2024 annual meeting of the stockholders or until their successors have
been duly elected and qualified, for which the following were the nominees: Dr. Jennifer K. Simpson, Ph.D. and Joel Caldwell.
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2.
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Advisory
approval (non-binding) regarding the compensation of the Company’s named executive officers, as disclosed in the Company’s
definitive proxy statement filed with the Securities and Exchange Commission on June 14, 2021 (the “Proxy Statement”)
for the Annual Meeting.
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3.
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Ratification
of the appointment of Weinberg & Company as the Company’s independent registered public accounting firm for the fiscal
year ending December 31, 2021.
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For
more information about the foregoing proposals, see the Proxy Statement. Holders of the Company’s common stock were entitled to
one vote per share, totaling to 36,480,038 votes. The number of votes cast for and against and the number of abstentions and broker non-votes
with respect to each matter voted upon are set forth below:
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1.
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Proposal
1 – Each of the following nominees for director received the number of votes set forth opposite his or her name, constituting
in each case a plurality of the votes cast at the Annual Meeting for the election of such director to serve for a term of three years
or until his or her successor is duly elected and qualified:
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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. Jennifer K. Simpson, Ph.D.
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9,279,572
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2,252,395
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9,484,117
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Mr. Joel Caldwell
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8,986,968
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2,544,999
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9,484,117
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2.
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Proposal
2 – Advisory approval of the compensation paid to the Company’s named executive officers:
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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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4,772,189
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4,666,495
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2,093,283
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9,484,117
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3.
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Proposal
3 – Ratification of the appointment of Weinberg & Company as the Company’s independent registered public accounting
firm for the 2021 fiscal year:
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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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16,232,283
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2,852,102
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1,931,699
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0
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Item
8.01. Other Events.
On
July 29, 2021, the Company issued a press release relating to results of Proposal 1. A copy of the press release is attached hereto as
Exhibit 99.1.
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:
July 30, 2021
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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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