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ENZ > SEC Filings for ENZ > Form 8-K on 22-Jan-2013All Recent SEC Filings

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Form 8-K for ENZO BIOCHEM INC


22-Jan-2013

Submission of Matters to a Vote of Security Holders, Amendments to Articles of I


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

Enzo Biochem, Inc. (the "Company") held its Annual Meeting of Shareholders (the "Annual Meeting") on January 17, 2013. The following matters, all of which were set forth in the Proxy Statement, were voted on at the Annual Meeting. The final results of such voting are as indicated below.

1. Election of the two nominees listed below to serve as a Class I Directors on the Board of Directors of the Company, to hold office for a term of three (3) years or until their successors have been duly elected and qualified:

    Nominees          For       Withhold    Abstain   Broker Non-Votes


Gregory M. Bortz   17,062,105   1,766,667     N/A        15,579,417
  Dov Perlysky     15,892,960   2,935,812     N/A        15,579,417

2. Approve, in a nonbinding advisory vote, the compensation of the Company's named executive officers:

For Against Abstain Broker Non-Votes

10,964,546 7,835,955 28,271 15,579,417

3. Ratification of the Company's appointment of Ernst & Young LLP to serve as the Company's independent registered public accounting firm for the Company's fiscal year ending July 31, 2013:

For Against Abstain Broker Non-Votes

34,159,922 172,924 75,343 0

On the basis of the above votes, (i) the nominees listed above were elected to serve as Class I Directors on the Board of Directors of the Company, to hold office for a term of three (3) years or until his successor has been duly elected and qualified; (ii) the proposal to approve, in a nonbinding advisory vote, the compensation of the Company's named executive officers was approved; and (iii) the proposal to ratify the Company's appointment of Ernst & Young LLP to serve as the Company's independent registered public accounting firm for the Company's fiscal year ending July 31, 2013 was approved.




Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At a meeting of the Board of Directors of the Company, the Board of Directors of the Company adopted an amendment to the Company's Bylaws fixing the number of directors constituting the Board to five from six.

The Bylaws are filed as Exhibit 3.1 and are incorporated by reference herein.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

3(ii) Amended and Restated to Bylaws of Enzo Biochem, Inc.


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