Unassociated Document
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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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WASHINGTON,
D.C. 20549
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________________________________________
FORM
8-K
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CURRENT
REPORT
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PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
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Date
of report (Date of earliest event reported): August
26, 2009
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GENTA
INCORPORATED
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________________________________________
(Exact
Name of Registrant as Specified in
Charter)
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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200
Connell Drive, Berkeley Heights, NJ
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(908) 286-9800
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(Registrant’s
telephone number, including area code)
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(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 (see General Instruction A.2.
below):
¨ 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))
Item
5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On March
19, 2009, Martin J. Driscoll informed Genta Incorporated, a Delaware Company
(the “Company”), of his decision not to stand for re-election to the Company’s
Board of Directors at the Company’s upcoming 2009 Annual Meeting of Stockholders
(the “Annual Meeting”) and his decision to no longer be a member of the
Compensation Committee, Audit Committee or Nominating and Corporate Governance
Committee, the terms of which would have commenced as of the date of the Annual
Meeting held on August 26, 2009. Mr. Driscoll’s positions on the Compensation
Committee, Audit Committee and Nominating and Corporate Governance Committee
will be taken over by another independent member of the Company’s Board of
Directors, as determined by a majority of the Board of
Directors. There is no disagreement between Mr. Driscoll and the
Company on any matter relating to the Company’s operations, policies or
practices.
On August
26, 2009, as more fully described below, the Company received the requisite
stockholder approval to implement its 2009 Stock Incentive Plan, as to which its
Chief Executive Officer, Chief Financial Officer and other named executives may
participate, the terms and conditions of which were set forth in the Company’s
Definitive Proxy Statement filed with the Securities and Exchange Commission on
July 21, 2009 and are incorporated herein by reference.
Item
8.01. Other
Events
On August
26, 2009, the Company held its Annual Meeting. The total number of
outstanding shares of common stock entitled to vote at the Annual Meeting was
87,624,964. The Company’s stockholders were asked to consider and
vote upon the following three proposals:
(1) to
elect four Directors to the Company’s Board of Directors to serve a one-year
term expiring at the next Annual Meeting of Stockholders and until such
Director’s successor shall have been elected and qualified;
(2) to
approve the implementation of the Company’s 2009 Stock Incentive Plan;
and
(3) to
ratify the appointment of Amper Politziner & Mattia, LLP as the Company’s
independent registered public accounting firm for the year ended December 31,
2009.
On August
26, 2009, the inspector of election certified the results of the vote as
follows:
Proposal
1
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Name of Board Nominee
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For
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Withheld
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Christopher
P. Parios
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82,697,784
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4,927,180
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Daniel
D. Von Hoff
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82,693,109
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4,931,855
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Raymond
P. Warrell, Jr.
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81,258,772
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6,366,192
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Douglas
G. Watson
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82,656,187
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4,968,777
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For
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Against
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Abstain
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Proposal
2
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34,443,771
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2,480,073
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253,930
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For
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Against
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Abstain
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Proposal
3
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84,002,329
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2,998,273
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624,362
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For
Proposal 1, each nominee received the affirmative vote of a plurality of the
shares of Common Stock cast by the stockholders present in person or represented
by proxy at the Annual Meeting. For Proposal 2 and Proposal 3, the
Company received the affirmative vote of a majority of the of the shares of
Common Stock cast by the stockholders present in person or represented by proxy
at the Annual Meeting. Therefore, each proposal was approved by the requisite
number of votes at the Annual Meeting.
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.
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GENTA
INCORPORATED |
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By:
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/s/ GARY SIEGEL |
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Gary
Siegel
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Vice
President, Finance
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Dated: August
26, 2009