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): May 12, 2020

 

 

ContraFect Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36577   39-2072586

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

28 Wells Avenue, 3rd Floor, Yonkers, New York 10701

(Address of principal executive offices) (Zip Code)

(914) 207-2300

Registrant’s telephone number, including area code

N/A

(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

Common Stock,

$0.0001 par value per share

   CFRX    Nasdaq Capital Market

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.

On May 12, 2020, ContraFect Corporation (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 10,684,011 shares of common stock were present in person or represented by proxy at the meeting, representing approximately 69.7% percent of the Company’s outstanding common stock as of the March 16, 2020 record date. The following are the voting results for the proposals considered and voted upon at the meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 30, 2020.

Item 1 — Election of six directors for a term of office expiring on the date of the annual meeting of stockholders in 2021 and until their respective successors have been duly elected and qualified.

 

NOMINEE

 

Votes FOR

 

Votes
WITHHELD

 

Broker Non-Votes

Sol J. Barer, Ph.D.

  6,810,132   78,608   3,795,271

Steven C. Gilman, Ph.D.

  6,823,589   65,151   3,795,271

David N. Low, Jr., M.B.A.

  6,838,146   50,594   3,795,271

Michael J. Otto, Ph.D.

  6,839,305   49,435   3,795,271

Roger J. Pomerantz, M.D., F.A.C.P.

  6,843,323   45,417   3,795,271

Cary W. Sucoff, J.D.

  6,840,298   48,442   3,795,271

Item 2 — Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020.

 

Votes FOR

 

Votes AGAINST

 

Votes ABSTAINED

 

Broker Non-Votes

10,659,957   19,612   4,442   0

Item 3 — Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.

 

Votes FOR

 

Votes AGAINST

 

Votes ABSTAINED

 

Broker Non-Votes

6,720,656   111,600   56,484   3,795,271

Item 4 — Approval, on an advisory (non-binding) basis, of the frequency of future advisory votes on the compensation of the Company’s named executive officers.

 

Votes for 1 Year

 

Votes for 2 Years

 

Votes for 3 Years

 

Votes ABSTAINED

 

Broker Non-Votes

6,788,761   20,641   28,101   51,237   3,795,271

Based on the foregoing votes, the six director nominees were elected, Items 2 and 3 were approved and the Company’s stockholders recommended that future stockholder advisory votes on the compensation of the Company’s named executive officers be held every year. Based on the foregoing voting results and consistent with the Board of Directors’ recommendation, the Board of Directors has determined to hold an advisory vote on the compensation of the Company’s named executive officers every year until the next advisory vote regarding the frequency of future advisory votes on the compensation of the Company’s named executive officers is submitted to the stockholders or the Board of Directors otherwise determines that a different frequency for such advisory votes is in the best interests of the Company.


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.

 

   

CONTRAFECT CORPORATION

Date: May 13, 2020

   

By:

 

/s/ Natalie Bogdanos

     

Natalie Bogdanos

     

General Counsel and Corporate Secretary