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 (Date of earliest event reported): August 9, 2018
CYTRX CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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000-15327
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58-1642740
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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11726 San Vicente Boulevard, Suite 650
Los Angeles, California 90049
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 826-5648
None
(Former name or former address, if changed since last report)
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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 Rule 12b-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
Annual Meeting of Stockholders
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(a)
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On Thursday, August 9, 2018, CytRx Corporation (the "Company") held its 2018 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, 25,675,500 shares, or approximately 76.33% of all outstanding shares of common stock, were present either in person or by proxy.
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(b)
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CytRx stockholders voted on the matters set forth below, with the final vote results presented below.
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Proposal 1 – All nominees for election to the CytRx Board of Directors (the "Board") as Class III directors were elected, each for a three-year term set to expire at the Annual Meeting of Stockholders to be held in 2021, based upon the following votes:
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Name
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For
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Withheld
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Broker Non-Votes
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Dr. Earl W. Brien
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6,272,599
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3,089,173
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16,313,728
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67.00%
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33.00%
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Mr. Joel K. Caldwell
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6,225,532
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3,135,128
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16,313,728
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66.51%
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33.49%
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Proposal 2 – Stockholders approved, on an advisory basis, the compensation of the Company's named executive officers, based upon the following votes:
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For
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Against
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Abstain
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Broker Non-Votes
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4,760,214
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4,523,967
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77,591
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16,313,728
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50.85%
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48.32%
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0.83%
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Proposal 3 – Stockholders approved the Board's proposal to ratify the appointment of BDO USA, LLP as CytRx's independent registered public accounting firm for 2018, based upon the following votes:
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For
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Against
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Abstain
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Broker Non-Votes*
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17,449,279
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7,190,630
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1,035,591
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0
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67.96%
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28.01%
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4.03%
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* Brokers were permitted to cast stockholder non-votes (uninstructed shares) at their discretion on this proposal item, and these non-votes are reflected in the results columns as either "For," "Against," or "Abstain."
Stockholder Proposals
Proposal S1: the stockholder proposal regarding "Barring Officers and Employees From Board Service" was not approved based upon the following votes:
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For
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Against
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Abstain
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Broker Non-Votes
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4,129,896
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5,180,167
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51,436
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16,313,728
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44.12%
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55.88%
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0.55%
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Proposal S2: the stockholder proposal regarding "Amend Charter to Terminate CEO Upon Felony Conviction" was not approved based upon the following votes:
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For
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Against
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Abstain
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Broker Non-Votes
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4,454,335
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4,859,085
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48,352
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16,313,728
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47.58%
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52.42%
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0.52%
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Proposal S3: the stockholder proposal regarding "Pricing of Stock, Options and Warrants" was not approved based upon the following votes:
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For
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Against
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Abstain
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Broker Non-Votes
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3,970,421
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3,272,130
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2,114,721
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16,313,728
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42.43%
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57.57% **
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22.60%
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** In accordance with the Company's voting standards, abstentions are added to the tally of "Against" votes, since the shares underlying an abstention are counted as present at the Annual Meeting.
Proposal S4: the stockholder proposal regarding "Indemnification of Officers" was not approved based upon the following votes:
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For
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Against
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Abstain
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Broker Non-Votes
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3,821,241
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3,370,788
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2,169,743
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16,313,728
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40.82%
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59.18% **
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23.18%
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** In accordance with the Company's voting standards, abstentions are added to the tally of "Against" votes, since the shares underlying an abstention are counted as present at the Annual Meeting.