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): December 18, 2020
ENZON PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) | 001-36435 (Commission File Number) | 22-2372868 (IRS Employer Identification No.) |
20 Commerce Drive (Suite 135), Cranford, New Jersey (Address of principal executive offices) | 07016 (Zip Code) |
(732) 980-4500
(Registrant’s telephone number, including area code)
Not Applicable
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-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 |
| None | | N/A | | N/A |
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.
The 2020 annual meeting of stockholders of Enzon Pharmaceuticals, Inc. (the “Company”) was held on December 18, 2020. At the 2020 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, 2020, and (3) the approval, on an advisory basis, of the compensation of the Company’s named executive officers. A total of 58,574,227 shares of common stock were present or represented by proxy at the 2020 annual meeting of stockholders, representing approximately 79% of the total shares of common stock entitled to vote at the 2020 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 | |
| | Jordan Bleznick | | 39,201,636 | | 637,564 | | 212,600 | | 18,522,427 | |
| | Jennifer McNealey | | 39,335,085 | | 494,126 | | 222,589 | | 18,522,427 | |
| | Randolph C. Read | | 39,208,776 | | 632,093 | | 210,931 | | 18,522,427 | |
| 2. | Ratification of the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 — This proposal was approved as set forth below: |
| | Votes For | | Votes Against | | Abstentions | | |
| | 57,634,566 | | 390,379 | | 549,282 | | |
| 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 | |
| | 38,925,246 | | 905,239 | | 221,315 | | 18,522,427 | |
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.
| | ENZON PHARMACEUTICALS, INC. |
| | (Registrant) | |
| Date: December 21, 2020 | | | |
| | By: | /s/ Andrew Rackear | |
| | Name: Andrew Rackear | |
| | Title: Chief Executive Officer and Secretary |
