CONTRAFECT Corp NASDAQ false 0001478069 0001478069 2023-06-14 2023-06-14





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): June 14, 2023



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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class




Name of each exchange
on which registered

Common Stock, $0.0001 par value per share   CFRX   Nasdaq Capital Market

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. ☐




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

On May 16, 2023, ContraFect Corporation (the “Company”) convened its 2023 Annual Meeting of Stockholders (including any adjournments, continuations or postponements, the “Annual Meeting”). Due to the lack of a quorum, the meeting was adjourned to June 14, 2023.

On June 14, 2023, the Annual Meeting was reconvened. A total of 846,735 shares of common stock were present in person or represented by proxy at the reconvened Annual Meeting, representing approximately 54 percent of the Company’s outstanding common stock as of the March 27, 2023 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 April 3, 2023.

Item 1 — Election of eight directors for a term of office expiring on the date of the annual meeting of stockholders in 2024 and until their respective successors have been duly elected and qualified.


NOMINEE    Votes FOR    Votes
   Broker Non-Votes

Lishan Aklog, M.D.

   343,909    55,254    447,572

Sol J. Barer, Ph.D.

   364,388    34,775    447,572

Jane F. Barlow

   369,143    30,020    447,572

Steven C. Gilman, Ph.D.

   367,665    31,498    447,572

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

   367,623    31,540    447,572

Michael J. Otto, Ph.D.

   366,978    32,185    447,572

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

   365,769    33,394    447,572

Cary W. Sucoff, J.D.

   367,064    32,099    447,572

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, 2023.


Votes FOR   Votes AGAINST   Votes ABSTAINED   Broker Non-Votes
812,718   27,698   6,319   0

Item 3 — Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.


Votes FOR   Votes AGAINST   Votes ABSTAINED   Broker Non-Votes
339,342   54,769   5,052   447,572

Based on the foregoing votes, the eight director nominees were elected and Items 2 and 3 were 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: June 20, 2023     By:  

/s/ Natalie Bogdanos

      Natalie Bogdanos
      General Counsel and Corporate Secretary