UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Omnibus Equity Incentive Plan
At the 2025 annual meeting of stockholders held on May 15, 2025 (the “Annual Meeting”), the stockholders of Delcath Systems, Inc. (the “Company”) approved an amendment to (i) the Company’s 2020 Omnibus Equity Incentive Plan (the “2020 EIP”) to increase by 2,200,000 the number of shares of the Company’s common stock, $0.01 par value (the “Common Stock”) available thereunder and (ii) the Company’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”) to increase by 300,000 the number of shares of Common Stock available thereunder.
A more detailed summary of the material features of the 2020 EIP, as amended, and 2021 ESPP, as amended, including the terms of stock option grants thereunder, is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 1, 2025 (the “2025 Proxy Statement”). That summary and the foregoing descriptions are qualified in their entirety by reference to the text of the 2020 EIP, as amended, and 2021 ESPP, as amended, which are attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
At the Annual Meeting, the Company’s stockholders voted on five proposals, each of which is described in more detail in the 2025 Proxy Statement. Of the 33,927,205 shares of the Common Stock and outstanding and convertible preferred stock eligible to vote as of the record date, 22,755,045 shares, or approximately 67.1%, were present or represented by proxy at the Annual Meeting.
The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for and against each matter and, if applicable, the number of votes withheld, abstentions and broker non-votes with respect to each such matter.
Proposal 1. Stockholders elected the following nominees to serve as Class I directors on the board of directors of the Company (the “Board”) until the Company’s 2028 Annual Meeting or until their successors have been duly elected and qualified. The voting results for such nominees were as follows:
| Director Name | Votes For | Votes Withheld | Broker Non- Votes |
|||||||||
| Gerard Michel |
15,966,658 | 96,373 | 6,692,014 | |||||||||
| Gilad Aharon |
15,945,595 | 117,436 | 6,692,014 | |||||||||
Proposal 2. Stockholders approved the amendment to the 2020 EIP to increase by 2,200,000 the number of shares of Common Stock available under thereunder. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non- Votes | |||
| 12,443,374 | 2,876,487 | 742,169 | 6,693,015 |
Proposal 3. Stockholders approved the amendment to the 2021 ESPP to increase by 300,000 the number of shares of Common Stock available under thereunder. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non- Votes | |||
| 15,835,603 | 106,523 | 101,794 | 6,711,125 |
Proposal 4. Stockholders ratified the selection by the Audit Committee of the Board of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2025. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non- Votes | |||
| 22,591,488 | 159,518 | 4,039 | N/A |
Proposal 5. Stockholders approved a non-binding advisory vote on the compensation of the Company’s named executive officers. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non- Votes | |||
| 14,977,421 | 227,471 | 868,469 | 6,681,684 |
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Delcath Systems, Inc. 2020 Omnibus Equity Incentive Plan, as amended | |
| 10.2 | Delcath Systems, Inc. 2021 Employee Stock Purchase Plan, as amended | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| Date: May 16, 2025 | DELCATH SYSTEMS, INC. | |||||
| By: | /s/ David Hoffman | |||||
| Name: | David Hoffman | |||||
| Title: | General Counsel, Chief Compliance Officer and Secretary | |||||