Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2019



ContraFect Corporation

(Exact name of registrant as specified in its charter)




Delaware   001-36577   39-2072586

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification Number)

28 Wells Avenue, 3rd Floor, Yonkers, New York 10701

(Address of principal executive offices) (Zip Code)

(914) 207-2300

Registrant’s telephone number, including area code


(Former Name or Former Address, if Changed Since 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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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.   ☒

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,

$0.0001 par value per share

   CFRX    Nasdaq Capital Market





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

On May 7, 2019, ContraFect Corporation (the “Company”) held its Annual Meeting of Stockholders. A total of 55,966,926 shares of common stock were present in person or represented by proxy at the meeting, representing approximately 70.5% percent of the Company’s outstanding common stock as of the March 11, 2019 record date. The following are the voting results for the proposals considered and voted upon at the meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 20, 2019.

Item 1 — Election of seven directors for a term of office expiring on the date of the annual meeting of stockholders in 2020 and until their respective successors have been duly elected and qualified.



   Votes FOR      Votes
     Broker Non-Votes  

Sol J. Barer, Ph.D.

     30,409,712        668,456        24,888,758  

Isaac Blech

     18,038,062        13,040,106        24,888,758  

Steven C. Gilman, Ph.D.

     26,741,548        4,336,620        24,888,758  

David N. Low, Jr., M.B.A.

     30,517,075        561,093        24,888,758  

Michael J. Otto, Ph.D.

     30,590,834        487,334        24,888,758  

Roger J. Pomerantz, M.D., F.A.C.P.

     30,541,363        536,805        24,888,758  

Cary W. Sucoff, J.D.

     24,969,831        6,108,336        24,888,758  

Item 2 — Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019.


Votes FOR   Votes AGAINST   Votes ABSTAINED   Broker Non-Votes
55,443,492   122,182   401,252   0

Based on the foregoing votes, the seven director nominees were elected and Item 2 was approved.


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.




Date: May 9, 2019




/s/ Natalie Bogdanos


Natalie Bogdanos


General Counsel and Corporate Secretary