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): May 22, 2020
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.) |
| 950 Winter Street<br><br> <br>Waltham, MA | 02451 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number,including area code): (781) 577-5300
(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 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 |
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 |
|---|
(a) The annual meeting of stockholders of Eloxx Pharmaceuticals, Inc. (the “Company”) was held on May 20, 2020.
(b) Stockholders voted on the matters set forth below:
Proposal 1. Election of Directors:
| For | Withheld | Broker Non-Votes | |
|---|---|---|---|
| Zafrira Avnur, Ph.D. | 20,901,103 | 86,487 | 6,223,430 |
| Tomer Kariv | 20,890,688 | 96,902 | 6,223,430 |
| Martijn Kleijwegt | 20,923,026 | 64,564 | 6,223,430 |
| Silvia Noiman, Ph.D., M.B.A. | 20,917,597 | 69,993 | 6,223,430 |
| Ran Nussbaum | 20,877,141 | 110,449 | 6,223,430 |
| Steven Rubin | 18,138,879 | 2,848,711 | 6,223,430 |
| Jasbir Seehra, Ph.D. | 20,900,883 | 86,707 | 6,223,430 |
| Gadi Veinrib | 20,900,573 | 87,017 | 6,223,430 |
| Gregory C. Williams, Ph.D., M.B.A. | 20,918,642 | 68,948 | 6,223,430 |
Proposal 2. Ratification of Appointment Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2020:
| For | 27,164,875 |
|---|---|
| Against | 23,624 |
| Abstain | 22,521 |
| Broker Non-Votes | 0 |
Proposal 3. Advisory Vote on Executive Compensation:
| For | 20,867,124 |
|---|---|
| Against | 113,878 |
| Abstain | 6,588 |
| Broker Non-Votes | 6,223,430 |
(c) Not applicable.
(d) Not applicable.
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 22, 2020 | By: | /s/ Neil S. Belloff |
| Neil S. Belloff | ||
| Chief Operating Officer, General Counsel<br><br> <br>and Corporate Secretary |