Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described under Item 5.07 of this Current Report on Form 8-K (the “Current Report”), on June 21, 2023, the stockholders of Fortress Biotech, Inc. (the “Company” or “Fortress”) voted at the Company’s 2023 annual meeting of stockholders (the “2023 Annual Meeting”) to: (i) approve an amendment (the “Incentive Plan Amendment”) to the Company’s 2013 Stock Incentive Plan (the “Incentive Plan”) to increase the shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) available for issuance under the Incentive Plan by 7,000,000 shares from 16,000,000 shares to 23,000,000 shares and extend the term of the plan to December 31, 2033, and (ii) approve an amendment (the “ESPP Amendment” and together with the Incentive Plan Amendment, the “Plan Amendments”) to the Company’s 2012 Employee Stock Purchase Plan (the “ESPP”) to increase the shares of Common Stock available for issuance under the ESPP by 1,000,000 from 1,000,000 to 2,000,000.
The Company’s Board of Directors previously approved the Plan Amendments, subject to stockholder approval at the 2023 Annual Meeting. The Plan Amendments became effective at the time of stockholder approval.
Copies of the Incentive Plan Amendment and ESPP Amendment are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report and are incorporated by reference in this Item 5.02. The material terms of the Incentive Plan and ESPP, each as so amended, are described in the Company’s definitive proxy statement on Schedule 14A for the 2023 Annual Meeting (the “2023 Proxy Statement”) filed with the Securities and Exchange Commission (the “SEC”) on April 28, 2023.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 21, 2023, the Company held the 2023 Annual Meeting at 10:00 a.m. Eastern Time by means of an online virtual meeting platform.
At the 2023 Annual Meeting, the following four proposals were approved: (i) the election of eight directors to hold office until the 2024 annual meeting of stockholders or until such director resigns or is removed from office; (ii) the ratification of the appointment of KPMG LLP as Fortress’s independent registered public accounting firm for the year ending December 31, 2023; (iii) an amendment to the Incentive Plan to increase the shares of Common Stock available for issuance under the Incentive Plan by 7,000,000 shares from 16,000,000 to 23,000,000 and extend the term of the plan to December 31, 2033; and (iv) an amendment to the ESPP to increase the shares of Common Stock available for issuance under the ESPP by 1,000,000 from 1,000,000 to 2,000,000. The four proposals are described in detail in the 2023 Proxy Statement.
Proposal 1
The votes with respect to the election of eight directors to hold office until the 2024 annual meeting of stockholders were as follows:
| | | | | | |
Director | | Votes For | | Votes
Withheld | | Broker
Non-Votes |
Lindsay A. Rosenwald, M.D. | | 65,231,237 | | 827,398 | | 34,919,105 |
Michael S. Weiss | | 63,192,696 | | 2,865,939 | | 34,919,105 |
Eric R. Rowinsky, M.D. | | 59,716,534 | | 6,342,101 | | 34,919,105 |
J. Jay Lobell | | 63,930,573 | | 2,128,062 | | 34,919,105 |
Jimmie Harvey, Jr., M.D. | | 65,276,580 | | 782,055 | | 34,919,105 |
Dov Klein, C.P.A. | | 60,924,252 | | 5,134,383 | | 34,919,105 |
Malcolm Hoenlein | | 60,908,825 | | 5,149,810 | | 34,919,105 |
Kevin L. Lorenz, J.D. | | 60,998,382 | | 5,060,253 | | 34,919,105 |
Lucy Lu, M.D. | | 64,968,753 | | 1,089,882 | | 34,919,105 |
