8-K
Eloxx Pharmaceuticals, Inc. (ELOX)
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 eventreported): June 15, 2022
Eloxx Pharmaceuticals, Inc.
(Exact name of registrant as specifiedin its charter)
| Delaware | 001-31326 | 84-1368850 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
| 480 Arsenal Way, Suite 130**, Watertown** , MA | 02451 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number,
including area code): (781) 577-5300
.N/A
(Former name or former address, if changedsince 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:
| ¨ | Written<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement<br>communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registeredpursuant 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 |
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. ¨
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 15, 2022, Eloxx Pharmaceuticals, Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, a total of 50,160,111 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), were present by valid proxy, representing approximately 57.88% of the Company’s outstanding voting power as of the April 20, 2022 record date. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2022.
Proposal 1 — Election of nine (9) directors to hold office until the Company’s annual meeting of stockholders to be held in 2023 and until his or her respective successor is duly elected and qualified.
| NOMINEE | Votes FOR | Votes<br> AGAINST | Votes<br> <br>ABSTAINED | Broker Non-Votes |
|---|---|---|---|---|
| Tomer Kariv | 25,296,206 | 566,347 | 16,577 | 24,280,981 |
| Sumit Aggarwal | 25,201,367 | 659,087 | 18,676 | 24,280,981 |
| Zafrira Avnur, Ph.D. | 22,428,479 | 3,432,173 | 18,478 | 24,280,981 |
| Ran Nussbaum | 25,154,593 | 707,960 | 16,577 | 24,280,981 |
| Rajesh Parek, DPhil | 25,205,818 | 656,776 | 16,536 | 24,280,981 |
| Steven Rubin | 21,179,908 | 4,680,542 | 18,680 | 24,280,981 |
| Jasbir Seehra, Ph.D. | 25,579,083 | 283,569 | 16,478 | 24,280,981 |
| Gadi Veinrib | 25,572,557 | 289,894 | 16,679 | 24,280,981 |
| Alan Walts, Ph.D. | 25,317,179 | 545,574 | 16,377 | 24,280,981 |
Proposal 2 — Ratification of the appointment of Deloitte Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes |
|---|---|---|---|
| 49,488,639 | 598,786 | 72,686 | 0 |
Proposal 3 — Advisory vote on the compensation of the Company’s named executive officers.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes |
|---|---|---|---|
| 24,778,473 | 1,082,703 | 17,954 | 24,280,981 |
Based on the foregoing votes, each of the director nominees was elected, and Proposals 2 and 3 were approved.
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: June 16, 2022 | ELOXX PHARMACEUTICALS, INC. | |
|---|---|---|
| By: | /s/ Sumit Aggarwal | |
| Name: | Sumit Aggarwal | |
| Title: | President and Chief Executive Officer |