| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 5, 2019, GTx, Inc. (the “Company” or “GTx”) held its Special Meeting of Stockholders (the “Special Meeting”). The following is a brief description of each matter submitted to a vote at the Special Meeting on June 5, 2019, as well as the number of votes cast for, withheld or against, the number of abstentions and the number of brokernon-votes with respect to each matter, as applicable. For more information about these proposals, please refer to the Company’s proxy statement/prospectus/information statement filed with the Securities and Exchange Commission on May 8, 2019.
The number of shares of common stock entitled to vote at the Special Meeting was 24,051,844. The number of shares of common stock present or represented by valid proxy at the Special Meeting was 13,549,035. All matters submitted to a binding vote of stockholders at the Special Meeting were approved as described below.
Proposal No. 1:
Stockholders approved the Agreement and Plan of Merger and Reorganization, dated March 6, 2019, as of March 6, 2019, by and among GTx, Grizzly Merger Sub, Inc. (“Merger Sub), and Oncternal Therapeutics, Inc. (“Oncternal), as amended by Amendment No. 1 to Agreement and Plan of Merger and Reorganization dated April 30, 2019 (the “Merger Agreement, a copy of which is attached as Annex A to the proxy statement/prospectus/information statement, and the transactions contemplated thereby, including the merger, the issuance of shares of GTx common stock to Oncternal’s stockholders pursuant to the terms of the Merger Agreement and the change of control resulting from the merger. The results of the voting included 13,482,573 votes for, 47,161 votes against, 19,301 votes abstained and 0 brokernon-votes.
Proposal No. 2:
Stockholders approved a series of alternative amendments to the restated certificate of incorporation of GTx to effect a reverse stock split of GTx’s common stock, within a range, as determined by GTx’s board of directors, of one new share for every six to eight (or any number in between) shares outstanding reverse stock split of GTx common stock, in the form attached as Annex D to this proxy statement/prospectus/information statement. The results of the voting included 13,295,875 votes for, 225,111 votes against, 28,049 votes abstained and 0 brokernon-votes.
Proposal No. 3:
Stockholders approved an amendment to the restated articles of incorporation of GTx to change the corporate name of GTx from “GTx, Inc.” to “Oncternal Therapeutics, Inc.” in the form attached as Annex E to the proxy statement/prospectus/information statement. The results of the voting included 13,459,846 votes for, 59,348 votes against, 29,841 votes abstained and 0 brokernon-votes.
Proposal No. 4:
Stockholders approved the adoption of the GTx, Inc. 2019 Incentive Award Plan in the form attached as Annex F to the proxy statement/prospectus/information statement. The results of the voting included 12,604,132 votes for, 851,257 votes against, 93,646 votes abstained and 0 brokernon-votes.
Proposal No. 5:
Stockholders approved on a nonbinding, advisory basis, the compensation that will be paid or may become payable to GTx’s named executive officers in connection with the merger. The results of the voting included 13,198,845 votes for, 236,564 votes against, 113,626 votes abstained and 0 brokernon-votes.
Proposal No. 6:
Stockholders approved an adjournment of the GTx special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal Nos. 1 or 2. The results of the voting included 12,915,826 votes for, 607,665 votes against, 25,544 votes abstained and 0 brokernon-votes.
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