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ENZN > SEC Filings for ENZN > Form 8-K on 22-May-2012All Recent SEC Filings

Show all filings for ENZON PHARMACEUTICALS INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for ENZON PHARMACEUTICALS INC


22-May-2012

Change in Directors or Principal Officers, Submission of Matters to a V


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 16, 2012, the Board of Directors (the "Board") of Enzon Pharmaceuticals, Inc. (the "Company") determined that the employment of Ana I. Stancic, who was serving as the Company's Principal Executive Officer, Executive Vice President, Chief Operating Officer and Chief Financial Officer, would conclude effective May 16, 2012.

Following Ms. Stancic's departure, the Board appointed George W. Hebard III, who is currently a director of the Company, to serve as the Company's Principal Executive Officer and Chief Operating Officer on an interim basis. Mr. Hebard was appointed as a director of the Company on February 27, 2012. From September 2011 to April 2012, Mr. Hebard was a Managing Director at Icahn Capital LP, the entity through which Carl C. Icahn manages investment funds. He continued to provide consulting services to Icahn Capital LP until May 22, 2012. Prior to joining Mr. Icahn, from 2005 to 2011, Mr. Hebard served as a Managing Director at Blue Harbour Group, an investment firm in Greenwich, Connecticut. Prior to Blue Harbour Group, Mr. Hebard served as a Managing Director at Ranger Partners from 2002 to 2003, and prior to Ranger Partners, Mr. Hebard was an Associate at Icahn Associates Corp. from 1998 to 2002. Mr. Hebard is also a director of CVR Energy, Inc. He has an MBA from INSEAD and an A.B. in Economics from Princeton University.

The compensation arrangements with respect to the appointment of Mr. Hebard as the Company's interim Principal Executive Officer and interim Chief Operating Officer have not yet been finalized.

There is no arrangement or understanding between Mr. Hebard and any other persons pursuant to which Mr. Hebard was selected as the Company's interim Principal Executive Officer and interim Chief Operating Officer that would require disclosure under Item 401(b) of Regulation S-K. Mr. Hebard does not have any family relationship with any of the Company's directors or executive officers that would require disclosure under Item 401(d) of Regulation S-K. The Company is not aware of any relationship or transaction in which Mr. Hebard has or will have an interest, or was or is a party, that would require disclosure under Item 404(a) of Regulation S-K.



Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2012 annual meeting of stockholders (the "2012 Annual Meeting") of the Company was held on May 16, 2012. At the 2012 Annual Meeting, the Company's stockholders voted on the following matters: (1) the election of seven directors for one-year terms until the 2013 annual meeting of stockholders, (2) the ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012 and (3) the approval, on an advisory basis, of the compensation of the Company's named executive officers.

A total of 44,287,442 shares of the Company's common stock ("Common Stock") were present or represented by proxy at the 2012 Annual Meeting, representing approximately 91.7% of the total shares of Common Stock entitled to vote at the 2012 Annual Meeting.

The tables below set forth the number of votes cast for and against, and the number of abstentions and broker non-votes, for each matter voted upon by the Company's stockholders.

1. Election of Directors. The Company's stockholders elected each of the seven nominees named in the proxy statement by a majority of the votes cast at the 2012 Annual Meeting (excluding abstentions and broker non-votes) to serve on the Company's Board of Directors for a one-year term until the 2013 annual meeting of stockholders, as set forth below:

Name of Nominee Votes For Votes Against Abstentions Broker Non-Votes

Alexander J. Denner  39,437,807          599,480     19,066        4,231,089
Richard C. Mulligan  39,438,891          598,386     19,076        4,231,089
Thomas F. Deuel      39,233,040          805,937     17,376        4,231,089
George W. Hebard III 39,406,857          632,020     17,476        4,231,089
Robert LeBuhn        37,904,210        2,134,442     17,701        4,231,089
Robert C. Salisbury  39,442,322          596,855     17,176        4,231,089
Richard A. Young     37,875,077        2,164,109     17,167        4,231,089



2. Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012. This proposal was approved as set forth below:

Votes For Votes Against Abstentions
44,082,869 154,991 49,582

3. Approval, on an advisory basis, of the compensation of the Company's named executive officers. This proposal was approved as set forth below:

Votes For Votes Against Abstentions Broker Non-Votes 39,101,319 914,755 40,279 4,231,089


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