Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 11, 2020, the Compensation Committee of the Board of Directors of
Moleculin Biotech, Inc. ("Company") agreed to modify the Company's policy for
compensating non-employee members of the Board by (i) amending the annual option
grant that is issued on the date of the annual meeting (commencing in 2021) to
each non-employee director that is re-elected at the annual meeting to provide
for a 10-year option to purchase 20,000 shares of the Company's common stock,
with quarterly vesting and an exercise price equal the closing price of the
Company's common stock on the date of the annual meeting, and (ii) increasing
the annual cash compensation payable to each non-employee members of the Board
from $35,000 to $40,000.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 15, 2020, the Company held its 2020 Annual Meeting of Stockholders (the
"Annual Meeting"). As of March 23, 2020, the record date for the Annual Meeting,
there were 53,227,700 shares of common stock issued and outstanding and entitled
to vote on the proposals presented at the Annual Meeting, of which 41,131,579
shares, or 77.27%, were present in person or represented by proxy, which
constituted a quorum. The holders of shares of our common stock are entitled to
one vote for each share held. Set forth below are the final voting results for
each of the proposals submitted to a vote of the Company's stockholders at the
Annual Meeting.
Proposal 1. Election of Directors - The Company's stockholders elected Walter V.
Klemp, Robert George, Michael Cannon and John Climaco to serve until the 2021
Annual Meeting of Stockholders of the Company, or until such person's successor
is qualified and elected.
Director Name Votes For Votes Withheld Broker Non-Votes
Walter V. Klemp 16,390,215 1,424,241 23,317,123
Robert George 15,472,188 2,342,268 23,317,123
Michael Cannon 15,941,344 1,873,112 23,317,123
John Climaco 15,973,315 1,841,141 23,317,123
Proposal 2. Ratify Grant Thornton LLP as Independent Registered Public
Accountant - The Company's stockholders ratified the appointment of Grant
Thornton, LLP as the Company's independent registered public accounting firm for
the year ending December 31, 2020, by the following vote:
Votes For Votes Against Abstain
39,454,292 1,180,065 497,222
Proposal 3. To Effect a Reverse Stock Split of the Outstanding Shares - - The
Company's stockholders authorized the Board of Directors, in its sole
discretion, prior to the one-year anniversary of the Annual Meeting, to file an
amendment to the Company's Amended and Restated Certificate of Incorporation to
effect a reverse stock split at one of the following reverse stock split ratios,
1-for-2, 1-for-3, 1-for-4, 1-for-5, 1-for-6, 1-for-7, or 1-for-8. As of the date
hereof, the Company's Board of Directors has not made any determination on the
filing of such amendment. The voting on this proposal is set forth below:
2
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Votes For Votes Against Abstain
26,983,694 13,582,402 565,483
Proposal 4. To Increase the Number of Common Stock Authorized for Issuance under
the 2015 Plan - The Company's stockholders approved an increase in the number of
shares of common stock authorized for issuance under the 2015 Plan by 6,000,000
shares.
The voting on this proposal is set forth below:
Votes For Votes Against Abstain
27,702,826 12,906,337 522,416
Proposal 5. To authorize an Adjournment of the Annual Meeting - To authorize an
adjournment of the Annual Meeting, if necessary, to solicit additional proxies
if there are not sufficient votes at the time of the Annual Meeting or
adjournment or postponement thereof to approve of the foregoing proposals.
Votes For Votes Against Abstain
31,734,118 8,579,342 818,119
Adjournment of the Annual Meeting was necessary due to public health concerns.
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MOLECULIN BIOTECH, INC. 
