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ENZN > SEC Filings for ENZN > Form 8-K on 21-Nov-2013All Recent SEC Filings

Show all filings for ENZON PHARMACEUTICALS INC

Form 8-K for ENZON PHARMACEUTICALS INC


21-Nov-2013

Submission of Matters to a Vote of Security Holders, Other Events


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

The 2013 annual meeting of stockholders of Enzon Pharmaceuticals, Inc. (the "Company") was held on November 20, 2013. At the 2013 annual meeting of stockholders, the Company's stockholders voted on the following matters as described in the Company's proxy materials: (1) the election of three directors, each for a one-year term expiring at the Company's next annual meeting of stockholders and until such director's successor is elected and qualified, (2) the ratification of the appointment of EisnerAmper LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013 and (3) the approval, on an advisory basis, of the compensation of the Company's named executive officers. A total of 40,039,224 shares of common stock were present or represented by proxy at the 2013 annual meeting of stockholders, representing approximately 90.86% of the total shares of common stock entitled to vote at the 2013 annual meeting of stockholders.

1. Election of Directors - The Company's stockholders elected each of the following individuals as a director for a one-year term expiring at the Company's next annual meeting of stockholders and until such director's successor is elected and qualified, as set forth below:

      Nominee          Votes For    Votes Against   Abstentions   Broker Non-Votes
Jonathan Christodoro   31,593,510     1,118,066       66,270         7,261,378
Odysseas Kostas        31,672,456     1,039,142       66,248         7,261,378
Jennifer I. McNealey   31,670,003     1,041,562       66,281         7,261,378

2. Ratification of the appointment of EisnerAmper LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013 - This proposal was approved as set forth below:

Votes For Votes Against Abstentions 39,229,827 620,416 188,981

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 25,785,378 6,931,302 61,166 7,261,378



Item 8.01. Other Events.

On November 13, 2013, the Company and Axcellerate Pharma, LLC ("Axcellerate") entered into an amendment and restatement of the previously announced Agreement of Sublease, dated as of September 26, 2013, between the Company and Axcellerate (the "Amended and Restated Sublease Agreement") to incorporate certain amendments requested by the Company's landlord, BDG Kingsbridge L.L.C., predecessor-in-interest to Kingsbridge 2005, LLC (the "Prime Landlord"), as a condition to providing its consent to the sublease contemplated by the Amended and Restated Sublease Agreement (the "Sublease"). On November 14, 2013, the Company received the Prime Landlord's consent to the Sublease. Accordingly, the term of the Sublease commenced on November 14, 2013 and will expire on July 30, 2021, which is one day prior to the expiration of the lease under which the Company currently leases its premises from the Prime Landlord. The foregoing description of the Amended and Restated Sublease Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Sublease Agreement, a copy of which will be filed as an exhibit to the Company's next annual report on Form 10-K.

The effective date of Andrew Rackear's previously announced termination of employment has been determined to be November 29, 2013. Following the effective date of his termination, it is expected that Mr. Rackear will provide consulting services on an hourly basis to the Company pursuant to the terms of the previously announced Separation Agreement, dated as of September 27, 2013, between the Company and Mr. Rackear.

On November 20, 2013, the Company's Board of Directors (the "Board") appointed Jonathan Christodoro as Chairman of the Board.

On November 20, 2013, the Board appointed Jennifer I. McNealey as Chairman of the Compensation Committee and Jonathan Christodoro and Odysseas Kostas as members of the Compensation Committee. The Board has determined that each current member of the Compensation Committee is independent as defined by NASDAQ listing standards.

On November 20, 2013, the Board appointed Odysseas Kostas as Chairman of the Governance and Nominating Committee and Jonathan Christodoro and Jennifer I. McNealey as members of the Governance and Nominating Committee. The Board has determined that each current member of the Governance and Nominating Committee is independent as defined by NASDAQ listing standards.

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