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 29, 2019
Eloxx Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-31326 | 84-1368850 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
950 Winter Street Waltham, MA |
02451 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (781) 577-5300
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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) |
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. ¨
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, $0.01 par value per share | ELOX | The Nasdaq Global Market |
| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
(a) The annual meeting of stockholders of Eloxx Pharmaceuticals, Inc. (the “Company”) was held on May 29, 2019.
(b) Stockholders voted on the matters set forth below:
Proposal 1. Election of Directors:
| For | Withheld | Broker Non-Votes | ||||
| Robert E. Ward | 20,100,455 | 37,113 | 0 | |||
| Zafrira Avnur, Ph.D. | 20,012,029 | 125,539 | 0 | |||
| Tomer Kariv | 20,059,146 | 78,422 | 0 | |||
| Martijn Kleijwegt | 20,103,792 | 33,776 | 0 | |||
| Silvia Noiman, Ph.D. | 20,052,323 | 85,245 | 0 | |||
| Ran Nussbaum | 19,997,672 | 139,896 | 0 | |||
| Steven Rubin | 17,805,724 | 2,331,844 | 0 | |||
| Jasbir Seehra, Ph.D. | 20,103,793 | 33,775 | 0 | |||
| Gadi Veinrib | 20,029,793 | 107,775 | 0 |
Proposal 2. Ratification of Appointment Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2019:
| For | 24,546,266 |
| Against | 2,507 |
| Abstain | 17,363 |
| Broker Non-Votes | N/A |
Proposal 3. Advisory Vote on Executive Compensation:
| For | 20,019,313 |
| Against | 108,129 |
| Abstain | 10,126 |
| Broker Non-Votes | 4,428,568 |
Proposal 4. Advisory Vote on the Frequency of the Vote on Executive Compensation:
| One Year | 20,050,168 |
| Two Years | 1,349 |
| Three Years | 83,256 |
| Abstain | 2,795 |
| Broker Non-Votes | 0 |
(c) Not applicable.
(d) The Board of Directors of the Company has determined that, in light of the results of the advisory vote on the frequency of future advisory votes on executive compensation (proposal 4), the Company intends to hold such votes each year until the next required vote on the frequency of such advisory votes on executive compensation (no later than the annual meeting to be held in 2025).
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.
| ELOXX PHARMACEUTICALS, INC. | ||
| Date: May 29, 2019 | ||
| By: | /s/ Gregory Weaver | |
| Gregory Weaver | ||
| Chief Financial Officer | ||