UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): May 12, 2020
ContraFect Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-36577 | 39-2072586 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
28 Wells Avenue, 3rd Floor, Yonkers, New York 10701
(Address of principal executive offices) (Zip Code)
(914)207-2300
Registrant’s telephone number, including area code
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, $0.0001 par value per share | CFRX | Nasdaq Capital Market |
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 Rule12b-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 May 12, 2020, ContraFect Corporation (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 10,684,011 shares of common stock were present in person or represented by proxy at the meeting, representing approximately 69.7% percent of the Company’s outstanding common stock as of the March 16, 2020 record date. The following are the voting results for the proposals considered and voted upon at the meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 30, 2020.
Item 1 — Election of six directors for a term of office expiring on the date of the annual meeting of stockholders in 2021 and until their respective successors have been duly elected and qualified.
NOMINEE | Votes FOR | Votes | Broker Non-Votes | |||
Sol J. Barer, Ph.D. | 6,810,132 | 78,608 | 3,795,271 | |||
Steven C. Gilman, Ph.D. | 6,823,589 | 65,151 | 3,795,271 | |||
David N. Low, Jr., M.B.A. | 6,838,146 | 50,594 | 3,795,271 | |||
Michael J. Otto, Ph.D. | 6,839,305 | 49,435 | 3,795,271 | |||
Roger J. Pomerantz, M.D., F.A.C.P. | 6,843,323 | 45,417 | 3,795,271 | |||
Cary W. Sucoff, J.D. | 6,840,298 | 48,442 | 3,795,271 |
Item 2 — Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020.
Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||
| 10,659,957 | 19,612 | 4,442 | 0 |
Item 3 — Approval, on an advisory(non-binding) basis, of the compensation of the Company’s named executive officers.
Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||
| 6,720,656 | 111,600 | 56,484 | 3,795,271 |
Item 4 — Approval, on an advisory(non-binding) basis, of the frequency of future advisory votes on the compensation of the Company’s named executive officers.
Votes for 1 Year | Votes for 2 Years | Votes for 3 Years | Votes ABSTAINED | Broker Non-Votes | ||||
| 6,788,761 | 20,641 | 28,101 | 51,237 | 3,795,271 |
Based on the foregoing votes, the six director nominees were elected, Items 2 and 3 were approved and the Company’s stockholders recommended that future stockholder advisory votes on the compensation of the Company’s named executive officers be held every year. Based on the foregoing voting results and consistent with the Board of Directors’ recommendation, the Board of Directors has determined to hold an advisory vote on the compensation of the Company’s named executive officers every year until the next advisory vote regarding the frequency of future advisory votes on the compensation of the Company’s named executive officers is submitted to the stockholders or the Board of Directors otherwise determines that a different frequency for such advisory votes is in the best interests of the Company.
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.
CONTRAFECT CORPORATION | ||||||
Date: May 13, 2020 | By: | /s/ Natalie Bogdanos | ||||
Natalie Bogdanos | ||||||
General Counsel and Corporate Secretary | ||||||