| Item 3.03 | Material Modification to Rights of Security Holders. |
At the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Ziopharm Oncology, Inc. (the “Company”), held on May 19, 2021 and as further described in Item 5.07 below, upon the recommendation of the Company’s Board of Directors (the “Board”), the Company’s stockholders voted on and approved an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”) to increase the number of authorized shares of common stock from 250,000,000 shares to 350,000,000 shares.
The foregoing description of the Amendment is qualified, in its entirety, by the full text of the Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
The Amendment became effective on May 19, 2021 upon filing with the Secretary of State of the State of Delaware.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 17, 2021, the Board, following the recommendation of the Compensation Committee of the Board, granted Raffaele Baffa, M.D., Ph.D., the Company’s Chief Medical Officer, an equity award consisting of 80,645 shares of restricted common stock. Such shares shall vest in three equal installments on each of September 1, 2021, February 1, 2022 and May 1, 2022, subject to Dr. Baffa’s continued service through each such date. In addition, 100% of the shares shall vest in the case of either (i) a termination by the Company for a reason other than death, disability or “Cause,” or (ii) a resignation for “Good Reason,” in each case that occurs within 90 days prior to and in connection with a “Change of Control”, or within 18 months after the occurrence of a “Change of Control” (as each such term is defined in Dr. Baffa’s employment agreement).
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As described under Item 3.03, on May 19, 2021, the Company filed the Amendment with the Secretary of State of the State of Delaware. The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting, at which a quorum was present, was held on May 19, 2021. The following is a brief description of the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting.
At the Annual Meeting, the stockholders of the Company voted on the following four proposals: (1) to elect the Board’s seven nominees for director to hold office until the Company’s 2022 Annual Meeting of Stockholders (“Proposal 1”); (2) to ratify the selection by the Audit Committee of the Board of RSM US LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2021 (“Proposal 2”); (3) to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 7, 2021 (“Proposal 3”); and (4) to approve an amendment to the Company’s amended and restated certificate of incorporation to increase the authorized number of shares of common stock from 250,000,000 shares to 350,000,000 shares (“Proposal 4”). The final results of the voting on each proposal are set forth below.
