Cyclacel Pharmaceuticals Holds Annual Meeting, Elects Directors
Ticker: BGMSP · Form: 8-K · Filed: Jun 25, 2024 · CIK: 1130166
Sentiment: neutral
Topics: corporate-governance, annual-meeting, director-election
TL;DR
Cyclacel shareholders voted in new directors and kept the auditors. Nothing major changed.
AI Summary
Cyclacel Pharmaceuticals, Inc. announced on June 21, 2024, that it held its Annual Meeting of Stockholders. During the meeting, stockholders elected two Class II directors, Mr. Steven A. DeNardo and Mr. David M. Robb, to serve until the 2027 annual meeting. Additionally, stockholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024.
Why It Matters
The election of directors and ratification of the accounting firm are routine corporate governance actions that ensure the company is managed and audited appropriately.
Risk Assessment
Risk Level: low — This filing primarily concerns routine corporate governance matters such as director elections and auditor ratification, with no immediate financial or operational risks disclosed.
Key Players & Entities
- Cyclacel Pharmaceuticals, Inc. (company) — Registrant
- Steven A. DeNardo (person) — Elected Director
- David M. Robb (person) — Elected Director
- PricewaterhouseCoopers LLP (company) — Independent Registered Public Accounting Firm
- June 21, 2024 (date) — Date of Annual Meeting
- December 31, 2024 (date) — Fiscal Year End
FAQ
Who were the Class II directors elected at the Annual Meeting?
Mr. Steven A. DeNardo and Mr. David M. Robb were elected as Class II directors.
Until what year will the elected directors serve?
The elected directors will serve until the 2027 annual meeting of stockholders.
What action was taken regarding the company's independent auditor?
The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024, was ratified.
What was the date of the Annual Meeting of Stockholders?
The Annual Meeting of Stockholders was held on June 21, 2024.
What is the fiscal year end for which PricewaterhouseCoopers LLP was appointed?
PricewaterhouseCoopers LLP was appointed for the fiscal year ending December 31, 2024.
Filing Stats: 1,193 words · 5 min read · ~4 pages · Grade level 12.2 · Accepted 2024-06-24 21:34:26
Key Financial Figures
- $0.001 — ich registered Common Stock, par value $0.001 per share CYCC The Nasdaq Capital Ma
- $22,000 — s of the Company approved a deferral of $22,000 per month of salary payable to the Comp
Filing Documents
- tm2418092d1_8k.htm (8-K) — 43KB
- tm2418092d1_ex10-1.htm (EX-10.1) — 109KB
- 0001104659-24-074467.txt ( ) — 395KB
- cycc-20240621.xsd (EX-101.SCH) — 3KB
- cycc-20240621_def.xml (EX-101.DEF) — 26KB
- cycc-20240621_lab.xml (EX-101.LAB) — 36KB
- cycc-20240621_pre.xml (EX-101.PRE) — 25KB
- tm2418092d1_8k_htm.xml (XML) — 5KB
02. Departure of Directors or Certain
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) The 2024 Annual Meeting of Stockholders (the " Annual Meeting ") of Cyclacel Pharmaceuticals, Inc. (the " Company ") was held in a virtual format on June 21, 2024 at 11:00 AM EDT. At the Annual Meeting, the stockholders approved an amendment to the Cyclacel Pharmaceuticals, Inc. 2018 Equity Incentive Plan (the " Amended and Restated Plan "), reserving an additional 160,000 shares of common stock for further issuance under such plan. The Company's board of directors approved the Amended and Restated Plan on May 3, 2024, subject to stockholder approval. A summary of the principal features of the Amended and Restated Plan can be found in the Company's proxy statement under the heading "Proposal 3: Amendment to 2018 Equity Incentive Plan to Increase the Number of Shares of Common Stock Available for the Grant of Awards by 160,000 Shares." The summary of the Amended and Restated Plan contained in the 2024 Proxy Statement is qualified in its entirety by the full text of the Amended and Restated Plan filed as Exhibit 10.1 to this Current Report on Form 8-K. Effective June 21, 2024, by resolution of the board of directors of the Company, Dr. Samuel L. Barker was appointed Chair of the board of directors to replace Dr. Christopher Henney, who requested to step down as Chair but will continue as a director of the Company. Additionally, the board of directors of the Company approved a deferral of $22,000 per month of salary payable to the Company's Chief Executive Officer Spiro Rombotis until December 31, 2024. The terms of the deferral include a forfeiture of the amount owed to Mr. Rombotis to the extent such deferral is not paid by December 31, 2024.
07 Submission of Matters to a Vote of
Item 5.07 Submission of Matters to a Vote of Security Holders. The actions set forth below were taken at the Annual Meeting. Proposals Submitted to Holders of Common Stock The following proposals were submitted to the holders of the Company's shares of common stock and voted upon at the Annual Meeting: (i) the re-election of three Class 3 directors to the Company's board of directors, (ii) the ratification of the selection of RSM US LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024, (iii) the approval of an amendment to the Company's 2018 Equity Incentive Plan, and (iv) the approval, on an advisory basis, of the executive compensation of the Company's named executive officers, as disclosed in the Company's proxy statement. (i) Votes of the common stockholders regarding the election of the Class 3 director nominees were as follows: Votes For Votes Withheld Broker Non-Votes Dr. Christopher Henney 232,944 49,767 412,340 Paul McBarron 233,784 48,927 412,340 Dr. Robert Spiegel 233,776 48,935 412,340 Based on the votes set forth above, Dr. Christopher Henney, Paul McBarron and Dr. Robert Spiegel were duly re-elected as Class 3 directors of the Company to serve until the 2027 annual meeting of stockholders or until their respective successors are elected and qualified or until their earlier resignation or removal. (ii) Votes of the common stockholders regarding the ratification of RSM US LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024 were as follows: Votes For Votes Against Abstentions Broker Non-Votes 553,713 116,738 24,600 0 Based on the votes set forth above, the selection of RSM US LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024 was ratified. (iii) Votes of the common stockholders regarding the approval of an amendment to the Company's 2018 Equity Incentiv
01 Other Events
Item 8.01 Other Events. On June 21, 2024, the board of directors of the Company passed a resolution to suspend payment of the quarterly cash dividend on the Company's 6% Convertible Exchangeable Preferred Stock scheduled for August 1, 2024. The Board of Directors will continue to evaluate the payment of a quarterly cash dividend on a quarterly basis.
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Cyclacel Pharmaceuticals, Inc. Amended and Restated 2018 Equity Incentive Plan 104 Cover Page Interactive Data File (embedded with the Inline XBRL document).
SIGNATURES
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 thereunto duly authorized. CYCLACEL PHARMACEUTICALS, INC. By: /s/ Paul McBarron Name: Paul McBarron Title: Executive Vice President-Finance, Chief Financial Officer and Chief Operating Officer Date: June 24, 2024