Fortress Biotech, Inc 8-K, filed Jun 23, 2025
Fortress Biotech, Inc. (FBIO)
About this 8-K
Fortress Biotech, Inc filed this 8-K on June 23, 2025, reporting on events of June 17, 2025.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 17, 2025, Fortress Biotech, Inc. (the “Company” or “Fortress”) held its annual meeting of stockholders (the “2025 Annual Meeting”) at 10:00 a.m. Eastern Time by means of an online virtual meeting platform.
At the 2025 Annual Meeting, the following five proposals were voted on by the stockholders: (i) the election of seven directors to hold office until the 2026 annual meeting of stockholders or until such director resigns or is removed from office; (ii) the ratification of the appointment of KPMG LLP as Fortress’s independent registered public accounting firm for the year ending December 31, 2025; (iii) an advisory vote to approve the compensation of Fortress’s named executive officers; (iv) an advisory vote on the frequency with which Fortress will hold an advisory vote on the compensation of Fortress’s named executive officers; and (v) the approval of the Second Amended and Restated Certificate of Incorporation to provide for, among other things, officer exculpation. The five proposals are described in detail in the Company’s definitive proxy statement on Schedule 14A for the 2025 Annual Meeting filed with the Securities and Exchange Commission on April 28, 2025.
Proposal 1
The votes with respect to the election of seven directors to hold office until the 2026 annual meeting of stockholders were as follows:
| | | | Total Votes | | | | Broker Non- |
Director | | Total Votes For |
| Against |
| Abstentions |
| Votes |
Lindsay A. Rosenwald, M.D. |
| 9,561,328 | | 161,473 | | 90,259 | | 10,917,039 |
Jimmie Harvey, Jr., M.D. |
| 9,510,319 | | 199,781 | | 102,960 | | 10,917,039 |
Malcolm Hoenlein |
| 9,439,773 | | 270,268 | | 103,019 | | 10,917,039 |
Dov Klein, CPA |
| 9,441,597 | | 267,687 | | 103,776 | | 10,917,039 |
J. Jay Lobell | | 9,182,951 | | 527,091 | | 103,018 | | 10,917,039 |
Kevin L. Lorenz, J.D. | | 9,510,472 | | 199,584 | | 103,004 | | 10,917,039 |
Michael S. Weiss | | 9,528,675 | | 193,499 | | 90,886 | | 10,917,039 |
Proposal 2
The vote with respect to the ratification of the selection of KPMG LLP as Fortress’s independent registered accounting firm for the year ending December 31, 2025 was as follows:
Total Votes For | Total Votes Against | Abstentions |
20,400,173 | 314,490 | 15,436 |
Proposal 3
The advisory vote with respect to the approval of the compensation of Fortress’s named executive officers was as follows:
Total Votes For | Total Votes Against | Abstentions | Broker Non-Votes |
9,388,005 | 312,265 | 112,790 | 10,917,039 |
Proposal 4
The advisory vote with respect to the frequency with which Fortress will hold an advisory vote on the compensation of Fortress’s named executive officers was as follows:
One Year | Two Years | Three Years | Abstentions |
2,051,405 | 183,953 | 7,421,176 | 156,526 |
In light of the vote on Proposal 4, the Board has determined that the Company will hold a Say-on-Pay vote every three years until the next required vote on the frequency of Say-on-Pay votes in 2031.
Proposal 5
The vote with respect to the approval of the Second Amended and Restated Certificate of Incorporation to provide for, among other things, officer exculpation, was as follows:
Total Votes For | Total Votes Against | Abstentions | Broker Non-Votes |
7,964,484 | 1,723,623 | 124,953 | 10,917,039 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Fortress Biotech, Inc. | |
| (Registrant) | |
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Date: June 23, 2025 | ||
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| By: | /s/ David Jin |
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| David Jin |
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| Chief Financial Officer |