Enzo Biochem Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07. Submission of Matters to a Vote of Security Holders.
Enzo Biochem, Inc. (the “Company”) held its Annual Meeting on January 15, 2025. As of the close of business on November 27, 2024, the record date for the Annual Meeting, there were 52,244,074 shares of the Company’s common stock outstanding and entitled to vote. At the 2024 Annual Meeting, the holders of 41,656,697 shares of the Company’s common stock outstanding and entitled to vote were represented in person or by proxy, which constituted a quorum to conduct business.
At the 2024 Annual Meeting, the Company’s shareholders: (1) elected Steven J. Pully, Bradley L. Radoff, Kara Cannon and Jon Couchman to the Board to hold office for a term ending as of the Company’s 2025 Annual Meeting, and until each such director’s successor is elected and qualified (Proposal 1); (2) approved, by a nonbinding advisory vote, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (Proposal 2); (3) ratified the Company’s appointment of EisnerAmper LLP to serve as the Company’s independent registered public accounting firm for the Company’s fiscal year ending July 31, 2025 (Proposal 3); and (4) approved, on a nonbinding advisory basis, holding the shareholder advisory vote to approve executive compensation every year (Proposal 4). For additional information on these proposals, please see the Proxy Statement. The voting results with respect to each of the matters described were as follows:
Proposal 1 – Election of Board of Directors.
| Name |
Votes For |
Votes Against |
Withheld |
Broker Non-Votes |
|||||||||||
| Steven J. Pully | 20,196,495 | 5,511,572 | 4,866,125 | 11,082,505 | |||||||||||
| Bradley L. Radoff | 20,084,143 | 5,625,433 | 4,864,616 | 11,082,505 | |||||||||||
| Kara Cannon | 22,884,624 | 2,825,303 | 4,864,265 | 11,082,505 | |||||||||||
| Jon Couchman | 23,038,697 | 2,677,879 | 4,857,616 | 11,082,505 | |||||||||||
Proposal 2 – To approve, by a nonbinding advisory vote, the compensation of the Company’s named executive officers
| Votes For | Votes Against | Abstentions |
Broker Non-Votes | ||||||
| 19,623,656 | 6,145,891 | 4,804,645 | 11,082,505 | ||||||
Proposal 3 - To ratify the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2025
| Votes For | Votes Against | Abstentions |
Broker Non-Votes |
||||||
| 34,132,481 | 2,510,001 | 5,014,215 | 0 | ||||||
Proposal 4 – To approve, on a nonbinding advisory basis, the frequency of holding the shareholder advisory vote to approve executive compensation
| 1 Year | 2 Years | 3 Years | Abstentions |
Broker Non-Votes | |||||||
| 25,260,960 | 43,370 | 329,490 | 4,940,372 | 11,082,505 | |||||||
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.
| ENZO BIOCHEM, INC. | ||
| By: | /s/ Patricia Eckert | |
| Name: | Patricia Eckert | |
| Title: | Chief Financial Officer | |
| Date: January 16, 2025 | ||