Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) The 2023 Annual Meeting of Stockholders (the "Annual Meeting") of Cyclacel Pharmaceuticals, Inc. (the "Company") was held in a virtual format on June 13, 2023 at 12:00 PM EDT. At the Annual Meeting, the stockholders approved an amendment to the Cyclacel Pharmaceuticals, Inc. 2018 Equity Incentive Plan (the "Amended and Restated Plan"), reserving an additional 900,000 shares of common stock for further issuance under such plan. The Company's Board of Directors approved the Amended and Restated Plan on April 28, 2023, subject to stockholder approval.

A summary of the principal features of the Amended and Restated Plan can be found in the Company's proxy statement under the heading "Proposal 3: Amendment to 2018 Equity Incentive Plan to Increase the Number of Shares of Common Stock Available for the Grant of Awards by 900,000 Shares." The summary of the Amended and Restated Plan contained in the 2023 Proxy Statement is qualified in its entirety by the full text of the Amended and Restated Plan filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The actions set forth below were taken at the Annual Meeting.

Proposals Submitted to Holders of Common Stock

The following proposals were submitted to the holders of the Company's shares of common stock and voted upon at the Annual Meeting: (i) the re-election of two Class 2 directors to the Company's board of directors, (ii) the ratification of the selection of RSM US LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023, (iii) the approval of an amendment to the Company's 2018 Equity Incentive Plan, and (iv) the approval, on an advisory basis, of the executive compensation of the Company's named executive officers, as disclosed in the Company's proxy statement.

(i) Votes of the common stockholders regarding the election of the Class 2 director nominees were as follows:





                                        Votes          Broker
                       Votes For       Withheld       Non-Votes
Spiro Rombotis         2,983,774        396,319       4,202,161
Dr. Brian Schwartz     2,779,614        600,479       4,202,161

Based on the votes set forth above, Spiro Rombotis and Dr. Brian Schwartz were duly re-elected as Class 2 directors of the Company to serve until the 2026 annual meeting of stockholders or until their respective successors are elected and qualified or until their earlier resignation or removal.

(ii) Votes of the common stockholders regarding the ratification of RSM US LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023 were as follows:





             Votes                   Broker
Votes For   Against   Abstentions   Non-Votes
6,811,318   755,880        15,056           0

Based on the votes set forth above, the selection of RSM US LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023 was ratified.

(iii) Votes of the common stockholders regarding the approval of an amendment to the Company's 2018 Equity Incentive Plan were as follows:





              Votes                    Broker
Votes For    Against    Abstentions   Non-Votes
1,902,531   1,467,378        10,184   4,202,161

Based on the votes set forth above, the proposal to approve an amendment to the Company's 2018 Equity Incentive Plan was approved.

(iv) Votes of the common stockholders, on an advisory basis, regarding the executive compensation of the Company's named executive officers, as disclosed in the Company's proxy statement, were as follows:





             Votes                   Broker
Votes For   Against   Abstentions   Non-Votes
1,943,129   466,378       970,586   4,202,161

Based on the votes set forth above, the proposal to approve the executive compensation of the Company's named executive officers, as disclosed in the Company's proxy statement, was approved on an advisory basis.

Proposals Submitted to Holders of Preferred Stock

The election of Dr. Samuel L. Barker as a Class 2 director to the Company's board of directors was submitted to the holders of the Company's shares of 6% Convertible Exchangeable Preferred Stock (the "Preferred Stock") and voted upon at the Annual Meeting. Votes of the preferred stockholders regarding the election of Dr. Samuel L. Barker as a Class 2 director were as follows:





                                       Votes                           Broker
                       Votes For      Against       Abstentions       Non-Votes
Dr. Samuel L. Barker      231,140        2,338             2,377               0

Based on the votes set forth above, Dr. Samuel L. Barker was duly elected as a Class 2 director of the Company to serve until the 2026 annual meeting of stockholders or until his respective successor is elected and qualified or until his earlier resignation or removal.




Item 8.01 Other Events.

On June 13, 2023, the board of directors of the Company declared a quarterly cash dividend in the amount of $0.15 per share on the Company's Preferred Stock. The cash dividend will be payable on August 1, 2023 to the holders of record of the Preferred Stock as of the close of business on July 21, 2023.

The Board considered numerous factors in determining whether to declare the quarterly dividend, including the requisite financial analysis and determination of a surplus. While the Board will analyze the advisability of the declaration of dividends in future quarters, there is no assurance that future quarterly dividends will be declared.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits




Exhibit No. Description



  10.1        Cyclacel Pharmaceuticals, Inc. Amended and Restated 2018 Equity
            Incentive Plan

104         Cover Page Interactive Data File (embedded with the Inline XBRL
            document).

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