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: October 25, 2012
(Date of earliest event reported)
NOVELOS THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 333-119366 | | 04-3321804 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification Number) |
One Gateway Center, Suite 504
Newton, MA 02458
(Address of principal executive offices)
(617) 244-1616
(Registrant's telephone number, including area code)
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 (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
On October 25, 2012, we held a special meeting in lieu of annual meeting of stockholders (the “Meeting”). A total of 43,460,497 shares of our common stock outstanding as of September 14, 2012, the record date for the Meeting, were eligible to receive notice of and vote at the Meeting.
At the Meeting, our stockholders voted to reelect our incumbent Class I directors, Thomas Rockwell Mackie, James S. Manuso and John E. Niederhuber, for a three-year term. The results of this vote were as follows:
| Nominee | For | Withheld | Broker
Non-Votes |
| Thomas Rockwell Mackie | 22,292,992 | 2,535,155 | 0 |
| James S. Manuso | 22,292,062 | 2,536,085 | 0 |
| John E. Niederhuber | 22,306,858 | 2,521,289 | 0 |
Our stockholders also approved at the Meeting an amendment to our 2006 Stock Incentive Plan, previously approved by the Board of Directors, which increased the number of shares of our common stock authorized for issuance thereunder to 10,000,000 from 7,000,000. The results of this vote were as follows:
| For | Against | Abstain | Broker
Non-Votes |
| 21,104,322 | 3,556,399 | 167,426 | 0 |
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
| Number | Title |
| 10.1 | Novelos Therapeutics, Inc. 2006 Stock Incentive Plan, as amended |
SIGNATURE
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.
| Dated: October 26, 2012 | NOVELOS THERAPEUTICS, INC. | |
| | | |
| | | |
| | By: | /s/ Harry S. Palmin | |
| | | Harry S. Palmin | |
| | | President and Chief Executive Officer | |
Exhibit Index
| Number | Title |
| 10.1 | Novelos Therapeutics, Inc. 2006 Stock Incentive Plan, as amended |
