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





Reverse Stock Split Approval

On July 27, 2022, CytRx Corporation (the "Company") held its 2022 annual meeting of stockholders (the "Annual Meeting"), at which meeting the Company's stockholders approved the amendment of the Company's Restated Certificate of Incorporation (the "Certificate of Incorporation") to effect a reverse stock split of the Company's Common Stock, par value $0.001 per share ("Common Stock"), at a ratio in the range of 1-for-10 to 1-for-100, with such ratio to be determined by the Company's board of directors (the "Board") and included in a public announcement (the "Reverse Stock Split Proposal"). The Board has not determined the ratio for the reverse stock split or the timing to effect the reverse stock split. If the Board does not implement the reverse stock split prior to the one-year anniversary of the Annual Meeting, the authority granted to the Board to implement the reverse stock split will terminate and the reverse stock split amendment will be abandoned.

For more information about the Reverse Stock Split Proposal, see the Company's definitive proxy statement filed with the Securities and Exchange Commission (the "SEC") on June 16, 2022 (the "Proxy Statement"). The information set forth herein is qualified in its entirety by reference to the complete text of the Certificate of Amendment, a copy of which is included as Annex A to the Proxy Statement.





2022 Annual Meeting Results

As of the close of business on May 31, 2022, the record date for the Annual Meeting held on July 27, 2022, there were 45,037,391 shares of the Company's Common Stock; 2,752 shares of the Company's Series C Preferred Stock, $0.01 par value per share ("Series C Preferred Stock") (with 345,792 shares of Common Stock underlying currently convertible (and votable) Series C Preferred Stock); and 48,165.079 shares of the Company's Series D Preferred Stock, par value $0.01 ("Series D Preferred Stock") outstanding and entitled to vote on the proposals described below. The matters described below were submitted to a vote of the Company's stockholders at the Annual Meeting. Each proposal is described in detail in the Proxy Statement.

The Class I director nominee was elected, and each other matter submitted to a vote of the Company's stockholders at the Annual Meeting, as described below, was approved by the requisite vote of the Company's stockholders, with the exception of Proposal 5. The final voting results for each of the proposals submitted to a vote of the stockholders of the Company at the Annual Meeting are set forth below. The proposals are described in detail in the Proxy Statement and are incorporated herein by reference.












  1. Election of Mr. Cary Claiborne as Class I director to serve until the 2025
     annual meeting of stockholders.




   For       Against    Abstain    Broker Non-Votes
15,058,624      0      4,884,507      11,299,717




  2. Precatory proposal to declassify the structure of the Board such that each
     director standing for election shall only be eligible to be elected for
     one-year terms.




   For        Against     Abstain    Broker Non-Votes
15,406,655   3,456,821   1,079,655      11,299,717




  3. Proposal to authorize the Board, in its discretion but prior to the one-year
     anniversary of the date on which the reverse stock split is approved by the
     Company's stockholders at the Annual Meeting, to amend the Company's
     Certificate of Incorporation to effect a reverse stock split of all of the
     Company's outstanding shares of Common Stock, at a ratio in the range of
     1-for-2 to 1-for-100, with such ratio to be determined by the Board and
     included in a public announcement.




     For            Against         Abstain
17,574,419,192   13,490,454,091   209,217,565




  4. Ratification of the appointment of Weinberg & Company as the Company's
     independent registered public accounting firm for the fiscal year ending
     December 31, 2022.




   For        Against     Abstain
23,749,641   5,552,273   1,940,934




  5. Advisory proposal (non-binding) regarding the compensation of the Company's
     named executive officers as disclosed in the Proxy Statement.




   For       Against     Abstain    Broker Non-Votes
8,058,250   8,951,446   2,933,435      11,299,717




  6. Proposal to adjourn the Annual Meeting to a later date or dates, if necessary
     or appropriate, to permit further solicitation and vote of proxies in the
     event that there are insufficient votes for, or otherwise in connection with,
     the approval of the Reverse Stock Split Proposal.




     For            Against          Abstain
17,556,235,979   12,633,289,394   1,084,565,475

For more information about the foregoing proposals, see the Proxy Statement, the relevant portions of which are incorporated herein by reference. The results reported above are final voting results. No other matters were considered or voted upon at the meeting.

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