ENZON PHARMACEUTICALS, INC.
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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ENZON PHARMACEUTICALS, INC.
(Name of Registrant as Specified in its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(I)(4) and 0-11.
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Title of each class of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: Set forth the amount on which the filing fee is calculated and state how it was determined.
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Proposed maximum aggregate value of transaction:
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Total fee paid.
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Check box if any part of the fee is offset as provided by Exchange Act rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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20 Commerce Drive, Suite 135
Cranford, New Jersey 07016
(732) 980-4500
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, AUGUST 22, 2019
To our stockholders:
The 2019 annual meeting of stockholders (the “2019 Annual Meeting”) of Enzon Pharmaceuticals, Inc., a Delaware corporation, will be held at Club 101 on the Main Floor at 101 Park Avenue, New York, New York 10178 on
Thursday, August 22, 2019 at 11:00 a.m., local time, for the following purposes:
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to elect three directors, each for a one-year term expiring at our next annual meeting of stockholders and until such director’s successor is elected and qualified (Proposal No. 1);
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to ratify the appointment of EisnerAmper LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019 (Proposal No. 2);
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to approve, on an advisory basis, the compensation of our named executive officers (Proposal No. 3); and
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to transact such other matters as may properly come before the 2019 Annual Meeting or any adjournment or postponement thereof.
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Only holders of record of our common stock as of the close of business on June 24, 2019, the record date, are entitled to notice of and to vote at the 2019 Annual Meeting.
Whether or not you plan to attend the 2019 Annual Meeting, your vote is important. To assure your representation at the meeting, please vote by signing and dating the enclosed proxy card and returning it promptly in
the enclosed postage-paid envelope or by submitting voting instructions via the Internet at www.cstproxyvote.com. Sending in your proxy or submitting voting instructions via the Internet will not prevent you from voting in person at the 2019 Annual
Meeting. If you vote in person by ballot at the 2019 Annual Meeting, that vote will revoke any prior proxy or voting instructions that you have submitted.
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By Order of the Board of Directors,
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/s/ Andrew Rackear
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Andrew Rackear
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Chief Executive Officer and Secretary
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Cranford, New Jersey
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July 12, 2019
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE 2019 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 22, 2019
This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2018
are available online at:
http://www.cstproxy.com/enzon/2019
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20 Commerce Drive, Suite 135
Cranford, New Jersey 07016
(732) 980-4500
PROXY STATEMENT
Enzon Pharmaceuticals, Inc. is furnishing this proxy statement and the enclosed proxy card to our stockholders of record as of the close of business on June 24, 2019 in connection with our solicitation of proxies for
use at the annual meeting of stockholders and any adjournment(s), postponement(s) or other delays thereof (the “2019 Annual Meeting”) to be held at Club 101 on the Main Floor at 101 Park Avenue, New York, New York 10178 on Thursday, August 22, 2019
at 11:00 a.m., local time.
References in this proxy statement to the “Company,” “our company,” “we,” “us,” “our” and similar terms mean Enzon Pharmaceuticals, Inc.
The accompanying proxy is solicited by our Board of Directors (our “Board”) and is revocable by the stockholder any time before it is voted at the 2019 Annual Meeting.
We have elected to take advantage of the Securities and Exchange Commission’s “notice and access” rule that allows us to furnish proxy materials to stockholders online. On or about July 12, 2019, we mailed to our
stockholders of record as of the close of business on June 24, 2019 either (i) a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials online and how to request a printed set of our proxy
materials or (ii) if previously requested, a printed set of our proxy materials. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed set of our proxy materials unless you specifically request
one.
Our principal executive offices are located at 20 Commerce Drive, Suite 135, Cranford, New Jersey 07016, telephone (732) 980-4500.
Who May Vote
Only holders of our common stock (“Common Stock”) outstanding as of the close of business on June 24, 2019 (the “Record Date”) are entitled to receive notice of, and to vote at, the 2019 Annual Meeting. As of the
Record Date, there were 44,214,603 shares of Common Stock outstanding and entitled to vote at the 2019 Annual Meeting and there were no other class of securities outstanding that will be entitled to vote at the 2019 Annual Meeting. Each share of
Common Stock is entitled to one vote on all matters. There are no cumulative voting rights.
Voting Requirements
One-third of the shares of Common Stock entitled to vote at the 2019 Annual Meeting present in person or by proxy constitutes a quorum for action at the meeting. Broker non-votes and abstentions are counted for
purposes of determining whether a quorum is present. A “non-vote” occurs when a nominee holding shares for a beneficial owner votes on one proposal but does not vote on another proposal because, with respect to such other proposal, the nominee does
not have discretionary voting power and has not received instructions from the beneficial owner.
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The vote requirement for each matter is as follows:
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Proposal No. 1 (Election of Directors) – A nominee will be elected as a director if he or she receives a majority of the votes cast at the 2019 Annual Meeting. A majority of votes cast means that the number of shares voted “FOR” the
nominee’s election exceeds the number of votes cast “AGAINST” that nominee’s election. Abstentions and broker non-votes, if any, will not be counted either for or against the election of a nominee.
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Proposal No. 2 (Ratification of the appointment of EisnerAmper LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019) – The ratification of the appointment of EisnerAmper LLP as our
independent registered public accounting firm for the fiscal year ending December 31, 2019 requires the favorable vote of a majority of the shares of Common Stock present or represented by proxy at the 2019 Annual Meeting and entitled
to vote thereon. Abstentions from voting will have the same effect as voting against the ratification, and broker non-votes, if any, will be disregarded and have no effect on the outcome of the vote.
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Proposal No. 3 (Approval, on an advisory basis, of the compensation of our named executive officers) – The approval, on an advisory (non-binding) basis, of the compensation of our named executive officers as described in this proxy
statement requires the favorable vote of a majority of the shares of Common Stock present or represented by proxy at the 2019 Annual Meeting and entitled to vote thereon. Abstentions from voting will have the same effect as voting
against the proposal, and broker non-votes, if any, will be disregarded and have no effect on the outcome of the vote.
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Broker Non-Votes
If you are a beneficial owner whose shares are held in the name of a broker, and you do not provide your broker with voting instructions, the broker has the authority to vote your shares for or against certain
“routine” matters. The proposal to ratify the appointment of EisnerAmper LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019 is the only routine matter being considered at the 2019 Annual Meeting.
Our Board’s Voting Recommendations
Our Board recommends that you vote your shares “FOR” each of our Board’s nominees who are standing for election to our Board (Proposal No. 1), “FOR” the ratification of the appointment of EisnerAmper LLP as our
independent registered public accounting firm for the fiscal year ending December 31, 2019 (Proposal No. 2) and “FOR” the approval, on an advisory basis, of the compensation of our named executive officers (Proposal No. 3).
How to Vote
If you are a stockholder of record as of the Record Date, you may vote (i) in person by ballot at the 2019 Annual Meeting, (ii) by submitting voting instructions via the Internet at www.cstproxyvote.com or (iii) by
signing and dating the enclosed proxy card and returning it in the enclosed postage-paid envelope. Instructions for Internet voting are provided in the Notice of Internet Availability of Proxy Materials and the printed proxy card. If you hold your
shares of Common Stock in a stock brokerage account or through a bank or other nominee, you must follow the voting procedures provided by your broker, bank, trustee or other nominee included with your proxy materials.
Giving us your proxy means you authorize our Board’s designated proxy holders (who are identified on the enclosed proxy card) to vote your shares at the 2019 Annual Meeting in the manner that you have indicated and in
their discretion on such other matters as may properly come before the 2019 Annual Meeting. If you sign and return the enclosed proxy card but do not indicate your vote, the designated proxy holders will vote your shares “FOR” each of our Board’s
nominees that are standing for election to our Board (Proposal No. 1), “FOR” the ratification of the appointment of EisnerAmper LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019 (Proposal No. 2)
and “FOR” the approval, on an advisory basis, of the compensation of our named executive officers (Proposal No. 3).
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If You Plan to Attend the 2019 Annual Meeting
Attendance at the 2019 Annual Meeting will be limited to stockholders as of the Record Date. Each stockholder may be asked to present valid picture identification, such as a driver’s license or passport. Stockholders
holding stock in brokerage accounts or by a bank or other nominee may be required to show a brokerage statement or account statement reflecting stock ownership as of the Record Date. Cameras, recording devices and other electronic devices will not
be permitted to be used at the 2019 Annual Meeting. You may contact us at (732) 980-4500 or through an e-mail request to investor@enzon.com for directions to the 2019 Annual Meeting.
If you are a stockholder of record as of the Record Date, you may vote your shares in person by ballot at the 2019 Annual Meeting. If you hold your shares of Common Stock in a stock brokerage account or through a bank
or other nominee, you will not be able to vote in person at the 2019 Annual Meeting unless you have previously requested and obtained a “legal proxy” from your broker, bank or other nominee and present it at the 2019 Annual Meeting.
Revoking a Proxy
You may revoke your proxy or voting instructions by (i) submitting new voting instructions via the Internet at www.cstproxyvote.com, (ii) submitting a new proxy with a later date or (iii) notifying our Secretary before
the 2019 Annual Meeting by mail at the address shown on page 1. If you attend the 2019 Annual Meeting in person and vote by ballot, any previously submitted proxy or voting instructions will be revoked.
How We Solicit Proxies
We will solicit proxies and will bear the entire cost of our solicitation, including the preparation, assembly, printing and mailing of this proxy statement and any additional materials furnished to our stockholders.
The initial solicitation of proxies by mail may be supplemented by telephone, fax, e-mail, Internet and personal solicitation by our directors or officers. No additional compensation for soliciting proxies will be paid to our directors or officers
for their proxy solicitation efforts. We expect to reimburse banks, brokers and other persons for their reasonable out-of-pocket expenses in handling proxy materials for beneficial owners of Common Stock. We have engaged the services of D.F. King
& Co., Inc. to assist us in the solicitation of proxies for an anticipated fee of $7,000 plus expenses.
If You Receive More Than One Proxy Card
If you hold your shares of Common Stock in more than one account, you will receive a proxy card for each account. To ensure that all of your shares of Common Stock are voted, please sign, date and return the proxy card
for each account. You should vote all of your shares of Common Stock.
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PROPOSAL NO. 1 – ELECTION OF DIRECTORS
General
Pursuant to the provisions of our Amended and Restated Certificate of Incorporation and our Second Amended and Restated By-Laws, each member of our Board is to be elected each year to hold office for one year until the
annual meeting of stockholders after such election. The Governance and Nominating Committee, which is currently comprised of the three current members of our Board, has recommended, and our Board also recommends, that the stockholders elect all of
our Board’s director nominees at the 2019 Annual Meeting to serve until our next annual meeting of stockholders and until such director’s successor is elected and qualified. The proxies solicited by this proxy statement cannot be voted for more
than three nominees at the 2019 Annual Meeting. The nominees who are standing for election to our Board at the 2019 Annual Meeting and certain information with respect to their backgrounds are set forth below. It is the intention of the persons
named in the accompanying proxy card, unless otherwise instructed, to vote to elect the nominees named herein. In the event that any nominee named herein is unable or unwilling to serve as a director, discretionary authority is reserved to our
Board to vote for a substitute. Our Board has no reason to believe that any nominee named herein will be unable to serve if elected.
Our Second Amended and Restated By-Laws provide for majority voting for election of directors in uncontested elections. In an uncontested election of directors (i.e., an election where the only nominees are those
recommended by our Board), each member of our Board will be elected only if the votes cast for the nominee exceed the votes cast against the nominee, rather than by plurality voting. Plurality voting is retained for contested elections. In
addition, our Board also adopted a Board Resignation Policy in furtherance of these majority voting principles. Pursuant to this policy, each of our Board’s nominees would agree to submit an irrevocable resignation from our Board, which will become
effective in accordance with such policy in the event the nominee fails to receive the required vote for his or her election at the 2019 Annual Meeting.
Director Nominees
Our Board has nominated and recommended for election the following persons to stand for re-election at the 2019 Annual Meeting: Jonathan Christodoro, Odysseas Kostas, M.D. and Jennifer McNealey. The proxies solicited
by this proxy statement cannot be voted for more than three nominees at the 2019 Annual Meeting.
The nominees for election to the office of director, and certain information with respect to their backgrounds, are set forth below. It is the intention of our Board’s designated proxy holders (who are identified on
the enclosed proxy card), unless otherwise instructed, to vote to elect Mr. Christodoro, Dr. Kostas and Ms. McNealey.
In the event that any of our Board’s nominees is unable or unwilling to serve as a director, discretionary authority is reserved to our Board to select a substitute. Our Board has no reason to believe that any nominee
named herein will be unable to serve if elected. Each nominee for director has consented to being named in this proxy statement and to serving as a director if elected.
Set forth below are the name, age and year in which the current term expires of each nominee for election to our Board as of the date of this proxy statement.
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Nominee Name
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Age
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Director
Since
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Position with Our Company
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Term Expires on
the Annual
Meeting Held in
the Year
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Jonathan Christodoro
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43
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2013
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Chairman of the Board
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2019
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Odysseas Kostas, M.D.
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45
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2013
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Director
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2019
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Jennifer McNealey
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45
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2013
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Director
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2019
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Nominees for Election as Directors
Jonathan Christodoro
– Mr. Christodoro has been a director of our Company since October 2013 and the Chairman of our Board of Directors since November 2013. Mr. Christodoro is a
Partner at Patriot Management LP, an investment management firm. Mr. Christodoro served as a Managing Director of Icahn Capital LP, the entity through which Carl C. Icahn manages investment funds, from July 2012 to February 2017. Mr. Christodoro
was responsible for identifying, analyzing and monitoring investment opportunities and portfolio companies for Icahn Capital. Prior to joining Icahn Capital, Mr. Christodoro served in various investment and research roles at P2 Capital Partners,
LLC, Prentice Capital Management, LP and S.A.C. Capital Advisors, LP. Mr. Christodoro began his career as an investment banking analyst at Morgan Stanley, where he focused on merger and acquisition transactions across a variety of industries. Mr.
Christodoro has been a director of: PayPal Holdings, Inc., a technology platform company that enables digital and mobile payments worldwide, since July 2015; Herbalife Nutrition Ltd., a developer and seller of nutrition solutions since March 2013;
Lyft, Inc., a mobile ride-sharing application from May 2015 to March 2019; Xerox Corporation, a provider of document management solutions, from June 2016 to December 2017 and since May 2018; Cheniere Energy, Inc., a developer of natural gas
liquification and export facilities and related pipelines, from August 2015 until August 2017; Hologic, Inc., a supplier of diagnostic, medical imaging and surgical products, from December 2013 to March 2016; eBay Inc., a global commerce and
payments company, from March 2015 to July 2015; Talisman Energy, Inc., an independent oil and gas exploration and production company, from December 2013 to May 2015; American Railcar Industries, Inc., a railcar manufacturing company, from June 2015
to February 2017; and Sandridge Energy, an oil and gas exploration and natural gas exploration company, since June 2018. American Railcar Industries, Inc. is indirectly controlled by Carl C. Icahn. Mr. Icahn has or previously had non-controlling
interests in each of Xerox, Cheniere, PayPal, eBay, Lyft, Hologic, Talisman, Enzon and Herbalife through the ownership of securities. Mr. Christodoro received an M.B.A. from the University of Pennsylvania’s Wharton School of Business with
Distinction, majoring in Finance and Entrepreneurial Management. Mr. Christodoro received a B.S. in Applied Economics and Management Magna Cum Laude with Honors Distinction in Research from Cornell University. Mr. Christodoro also served in the
United States Marine Corps. Mr. Christodoro’s qualifications to serve as a director of our Company include his service on boards of other public companies, as well as his extensive investment, research and investment banking experience in a variety
of industries.
Odysseas Kostas, M.D.
– Dr. Kostas has been a director of our Company since September 2013. Dr. Kostas is a Partner and Senior Analyst at Sarissa Capital Management LP. Sarissa
Capital focuses on improving the strategies of companies to enhance shareholder value. Prior to joining Sarissa Capital, Dr. Kostas served as a Director at Evercore ISI (formerly ISI), covering the biotechnology and pharmaceutical industries.
Previously, Dr. Kostas practiced internal medicine as part of the Yale New Haven Health System and was engaged as a consultant to various biotechnology companies. Dr. Kostas has been a director of Innoviva, Inc., a biopharmaceutical company, since
December 2017. Dr. Kostas has a B.S. from Massachusetts Institute of Technology (MIT) and an M.D. from University of Texas Southwestern Medical School. Dr. Kostas’ qualifications to serve as a director of our Company include his service on the
board of another public company, as well as his extensive experience in the biotechnology and pharmaceutical industries.
Jennifer McNealey
– Ms. McNealey has been a director of our Company since September 2013. Since December 2016, Ms. McNealey has been Vice President, Investor Relations and
Strategy of Calithera Biosciences, Inc. From February 2015 to December 2016, Ms. McNealey was Senior Director Investor Relations and served as a member of the management team at Calithera Biosciences, Inc. Prior to joining Calithera Biosciences,
Inc., Ms. McNealey served as an advisor to biotechnology companies. In 2005, Ms. McNealey founded Laurient LLC, a research company focused on the biotechnology and pharmaceutical industries, where she worked until 2012. Prior to founding Laurient
LLC, Ms. McNealey served as a portfolio manager and biotechnology analyst at various firms, including Paramount Capital, Franklin Templeton, Amerindo Investment Advisors and Morgan Stanley Dean Witter Advisors. Ms. McNealey has a B.A. and an M.H.A.
from Cornell University. Ms. McNealey’s qualifications to serve as a director of our Company include her service as a member of the management team of another public company, as well as her extensive experience in the biotechnology and
pharmaceutical industries.
Vote Required
A nominee will be elected as a director if he or she receives a majority of the votes cast by the shares present or represented by proxy at the 2019 Annual Meeting. A majority of votes cast means that the number of
shares voted “FOR” a nominee’s election exceeds the number of votes cast “AGAINST” that nominee’s election. Abstentions and broker non-votes, if any, will not be counted either for or against the election of a nominee.
Recommendation
Our Board recommends that you vote “FOR” each of the nominees named above (Proposal No. 1 on the proxy card).
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DIRECTORS’ NOMINATION
Process for Identifying and Evaluating Nominees.
The Charter of the Governance and Nominating Committee specifies the process for nominating persons for election to our Board.
The Governance and Nominating Committee, which is currently comprised of the three current members of our Board, will solicit nominations for new directors and screen the list of potential new directors submitted to it by other directors or any
other sources and decide whether the assistance of a search firm is needed, and if so, choose the firm. After a review of Board candidates and after considering the advice of the Chairperson of our Board, the committee will designate which
candidates, if any, are to be interviewed.
Criteria for Board Membership.
The Charter of the Governance and Nominating Committee does not set forth the specific criteria for identifying and recommending new candidates to
serve as directors; however, candidates may be interviewed by the Governance and Nominating Committee to evaluate the following, among other qualifications it may deem appropriate:
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experience as a director of another publicly-traded corporation, experience in industries or with technologies relevant to our Company, accounting or financial reporting experience, or such other professional experience that the
Governance and Nominating Committee determines qualifies an individual for Board service;
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candidates’ business judgment and temperament, ethical standards, view of the relative responsibilities of a director and management, independent thinking, articulate communication and intelligence; and
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any other factors as the Governance and Nominating Committee deems appropriate, including judgment, skill, diversity, experience with businesses and other organizations of comparable size, the interplay of the candidate’s experience
with the experience of other Board members, and the extent to which the candidate would be a desirable addition to our Board and any committees of our Board.
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Although the Governance and Nominating Committee does not have a written diversity policy, it generally considers diversity of knowledge, skills and professional experience as factors in evaluating candidates for our
Board.
Stockholder Nominees.
The Governance and Nominating Committee will consider written proposals from stockholders for nominees for director. Any such nominations should be
submitted to the Governance and Nominating Committee, c/o the Secretary, and should include the following information: (i) all information relating to such nominee that is required to be disclosed pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected) and our Second Amended and Restated-Bylaws; (ii) the names
and addresses of the stockholders making the nomination and the number of shares of Common Stock that are owned beneficially and of record by such stockholders; (iii) appropriate biographical information and a statement as to the qualification of
the nominee and (iv) a statement whether the nominee, if elected, intends to tender an irrevocable resignation effective upon such person’s failure to receive the required vote, as will be provided by candidates nominated by our Board, in
accordance with our Board’s resignation policy described below. Our Second Amended and Restated By-Laws generally require that this information should be submitted not less than 120 days prior to the anniversary date of the immediately preceding
annual meeting of stockholders. The manner in which the committee evaluates potential directors will be the same for candidates recommended by the stockholders as for candidates recommended by others.
Majority Voting for Directors and Board Resignation Policy.
Our Second Amended and Restated By-Laws provide for majority voting for election of directors in uncontested
elections. In an uncontested election of directors (i.e., an election where the only nominees are those recommended by our Board), each member of our Board will be elected only if the votes cast for the director exceed the votes cast against the
director, rather than by plurality voting. Plurality voting is retained for contested elections. In addition, our Board also adopted a Board Resignation Policy in furtherance of the majority voting principles reflected in our Second Amended and
Restated By-Laws. Under this policy, in uncontested elections, a director nominee who does not receive the required votes for election or re-election is expected to tender his or her resignation to our Board. In addition, our Board expects
candidates to tender resignations if they fail to receive the required votes. The resignation tendered by a nominee would be effective automatically on the 60th day following the annual meeting at which the nominee failed to receive the required
vote, unless our Board decides to suspend the resignation for so long as our Board determines that such resignation would cause our Board or committees thereof to fail to comply with our bylaws, the Delaware General Corporation Law or any
regulation promulgated by the Securities and Exchange Commission (the “SEC”). We intend on publicly disclosing our Board’s determination regarding any suspension of any tendered resignation and the rationale behind the decision.
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DIRECTORS’ COMPENSATION
Amended and Restated 2013 Outside Director Compensation Plan
Under the Amended and Restated 2013 Outside Director Compensation Plan, each non-employee director (i) receives an annual cash retainer of $30,000, (ii) for service as chair of the Finance and Audit Committee receives
an additional annual cash retainer of $10,000 and (iii) for service as a non-chair member of the Finance and Audit Committee receives an additional annual cash retainer of $5,000. These annual cash retainers are payable quarterly at the end of each
quarter.
Total Director Compensation
A summary of compensation paid to each of our directors during fiscal year 2018 is set forth below.
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Name
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Fees Earned
or Paid in
Cash
($)
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Stock
Awards
($)
(1)
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Option
Awards
($)
(2)
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Total
($)
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Jonathan Christodoro
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40,000
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—
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—
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40,000
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Odysseas Kostas, M.D.
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35,000
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—
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—
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35,000
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Jennifer McNealey
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35,000
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—
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—
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35,000
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(1) |
As of December 31, 2018, none of our directors held any outstanding unvested restricted stock units.
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(2) |
As of December 31, 2018, none of our directors held any outstanding stock options.
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CORPORATE GOVERNANCE
Director Independence
Although our common stock is no longer listed on The Nasdaq Stock Market (“Nasdaq”), our Board of Directors (our “Board”) continues to use the definition of independence set forth in the listing standards of Nasdaq in
evaluating the independence of our directors. Our Board has determined that each current member of our Board is independent as defined by the listing standards of Nasdaq.
Meetings and Attendance
Our Board held six meetings during fiscal year 2018. Each director attended at least 75% of the total number of meetings held during fiscal year 2018 by our Board and committees of our Board of which such director was
a member.
We do not have a policy requiring our directors to attend our annual stockholders’ meetings.
Board Leadership Structure
Our Board is led by a Chairperson appointed by our Board annually. The Chairperson leads our Board in its role of providing advice to, and overseeing the performance of, our Chief Executive Officer. Mr. Christodoro
currently serves as the Chairman of the Board, and Mr. Rackear currently serves as our Chief Executive Officer. Our Board does not have a formal policy with respect to the separation of the positions of Chairperson and Chief Executive Officer.
However, our Board believes that separating these positions allows the Chief Executive Officer to focus on day-to-day operations, while allowing the Chairperson to lead our Board in its primary role of review and oversight of management.
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Communications with Directors
Stockholders may communicate directly with our directors. All communications should be sent in care of our Secretary at our address and should prominently indicate on the outside of the envelope that it is intended for
our Board or for a specific director. If no director is specified, the communication will be forwarded to the entire Board.
Standing Committees of our Board
Finance and Audit Committee
All three current members of our Board currently constitute the Finance and Audit Committee. Accordingly, our entire Board currently acts as the Finance and Audit Committee. When our Board acts as the Finance and Audit
Committee, Mr. Christodoro acts as the Chairman of the Finance and Audit Committee. Our Board acting as the Finance and Audit Committee held four meetings during fiscal year 2018.
In evaluating the composition of our Board when acting as the Finance and Audit Committee, our Board has determined that each current member of our Board is independent as defined by the listing standards of Nasdaq and
Rule 10A-3 under the Securities Exchange Act of 1934. Our Board has determined that Mr. Christodoro satisfies the definition of “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K.
The primary purpose of the Finance and Audit Committee is to monitor the integrity of our Company’s financial reporting process and financial statements, the systems of internal controls and controls over financial
reporting, our Company’s compliance with legal and regulatory requirements, and the performance and independence of our Company’s independent registered public accounting firm. The Finance and Audit Committee is responsible for discussing with
management the adequacy of our Company’s internal controls and the financial reporting process. The Finance and Audit Committee also is responsible for discussing these matters with our Company’s independent registered public accounting firm. In
addition, the Finance and Audit Committee is responsible for reviewing our financial statements and discussing them with management and our Company’s independent registered public accounting firm before those financial statements are filed with the
SEC. The charter of the Finance and Audit Committee may be found on our website at www.enzon.com.
Compensation Committee
All three current members of our Board currently constitute the Compensation Committee. Accordingly, our entire Board currently acts as the Compensation Committee. When our Board acts as the Compensation Committee, Ms.
McNealey acts as the Chairwoman of the Compensation Committee. Our Board acting as the Compensation Committee held one meeting during fiscal year 2018.
In evaluating the composition of our Board when acting as the Compensation Committee, our Board has determined that each current member of our Board is independent as defined by the listing standards of Nasdaq.
The primary duties and responsibilities of the Compensation Committee are to oversee our overall compensation structure, policies and programs, and assess whether our compensation structure establishes appropriate
incentives for management.
The Compensation Committee has the authority to retain, at our expense, such outside counsel, experts and other advisors as it determines appropriate to assist it in the performance of its functions, including the sole
authority to retain and terminate any compensation consultant and to approve the consultant’s fees and other retention terms.
The charter of the Compensation Committee may be found on our website at www.enzon.com.
Governance and Nominating Committee
All three current members of our Board currently constitute the Governance and Nominating Committee. Accordingly, our entire Board currently acts as the Governance and Nominating Committee. When our Board acts as the
Governance and Nominating Committee, Dr. Kostas acts as the Chairman of the Governance and Nominating Committee. Our Board acting as the Governance and Nominating Committee held one meeting during fiscal year 2018.
- 10 -
In evaluating the composition of our Board when acting as the Governance and Nominating Committee, our Board has determined that each current member of our Board is independent as defined by the listing standards of
Nasdaq.
The Governance and Nominating Committee is responsible for reviewing and setting corporate governance policy and is responsible for making recommendations on organization and procedures, performance evaluation of our
Board and individual directors, and nomination of directors. The Governance and Nominating Committee’s Charter may be found on our website at www.enzon.com.
Our Board’s Role in Risk Oversight
We, like other companies, face a variety of risks. While our Board oversees risk management, our executive officers are responsible for day-to-day risk management and provide updates to our Board as appropriate
regarding risk management activities. Risk oversight is a significant component in all major Board decisions and the evaluation of risk is an important element in our Board’s decision-making process.
Code of Conduct
Our Board has adopted a Code of Conduct that is applicable to all of our directors and executive officers. Any material changes made to the Code of Conduct or any waivers granted to any of our directors and executive
officers will be publicly disclosed on our website at www.enzon.com within four business days of such material change or waiver. A copy of our Code of Conduct is available on the Corporate Governance page of our website at www.enzon.com or upon
request, without charge, by contacting us at (732) 980-4500 or through an e-mail request to investor@enzon.com.
Compensation Committee Interlocks and Insider Participation
During fiscal year 2018, all three current members of our Board constituted the Compensation Committee. During fiscal year 2018, no member of our Board, which acts as the Compensation Committee, was an officer or
employee of our Company, was formerly an officer of our Company, or had any relationship requiring disclosure by us under Item 404 of Regulation S-K under the Exchange Act.
During fiscal year 2018, none of our executive officers served as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire
board) of another entity, one of whose executive officers served on our Compensation Committee or on our Board, and none of our executive officers served as a director of another entity, one of whose executive officers served on our Compensation
Committee.
BUSINESS EXPERIENCE OF EXECUTIVE OFFICERS
Set forth below is certain biographical information regarding our current executive officers.
Andrew Rackear
(age 65) – Mr. Rackear has served as our Chief Executive Officer and Secretary since March 2016. Prior to that, since November 2013, Mr. Rackear provided
consulting services to the Company. Mr. Rackear previously served as the Company’s Vice President and General Counsel from April 2010 to November 2013. Prior to that, Mr. Rackear served as Senior Vice President and General Counsel for NPS
Pharmaceuticals, and Vice President and General Counsel for Chugai Pharma USA and Amersham Biosciences Corp, where he also served as President of North American Operations. Prior to that, Mr. Rackear engaged in litigation and commercial law
practice at Marks & Murase and served as Associate General Counsel at Sharp Electronics Corp. Mr. Rackear holds a J.D. from New York University School of Law.
Mr. Rackear currently serves as our Chief Executive Officer and Secretary on a consulting basis at a rate of $300 per hour for each hour worked, together with reimbursement for reasonable expenses incurred in
performing his services, pursuant to the terms of a separation agreement, as amended.
- 11 -
Richard L. Feinstein
(age 76) – Mr. Feinstein has served as our Vice President-Finance and Chief Financial Officer since March 2016. Prior to that, Mr. Feinstein served as our
Vice President - Finance and Principal Financial Officer since December 2013. Mr. Feinstein is a retired partner of KPMG LLP and currently a private consultant providing management and financial advice to clients in a variety of industries. From
2014 to 2018, he provided financial consulting services to General Cannabis Corp, a public company. During July 2016, he provided consulting services to Hamaspik, Inc. From September 2010 to July 2013, as a consultant, he was the Chief Financial
Officer of Ameritrans Capital Corporation. From April 2004 to December 2004, Mr. Feinstein, as a consultant, served as Chief Financial Officer for Image Technology Laboratories, Inc., a developer and provider of radiological imaging, archiving and
communications systems. From December 1997 to October 2002, Mr. Feinstein was a Senior Vice-President and Chief Financial Officer for The Major Automotive Companies, Inc., formerly a diversified holding company, but now engaged solely in retail
automotive dealership operations. Mr. Feinstein has served on boards of both publicly-held and not-for-profit enterprises. Mr. Feinstein previously served as a board member and chair of the audit committee of MKTG, Inc.; a board member and chief
financial officer of the not-for-profit USA Fitness Corps; a board member and chair of the audit committee of EDGAR Online, Inc., a board member and chair of the finance committee of the New York Road Runners and a member of the executive committee
of the Association for a Better New York. Mr. Feinstein, a certified public accountant, received a BBA degree from Pace University. Mr. Feinstein also served in the United States Marine Corps.
Mr. Feinstein currently serves as our Vice President-Finance and Chief Financial Officer on a consulting basis at a rate of $300 per hour for each hour worked, together with reimbursement for reasonable expenses
incurred in performing his services, pursuant to the terms of an independent contractor agreement, as amended.
There are no family relationships among any of our directors or executive officers.
EXECUTIVE COMPENSATION
The following individuals were our named executive officers for fiscal year 2018, whom we refer to in this proxy statement as our named executive officers:
Andrew Rackear
– Mr. Rackear currently serves as our Chief Executive Officer and Secretary. During fiscal year 2018, Mr. Rackear served as our Chief Executive Officer and
Secretary on a consulting basis at a rate of $300 per hour for each hour worked, together with reimbursement for reasonable expenses incurred in performing his services, pursuant to the terms of a separation agreement, as amended.
Richard L. Feinstein
– Mr. Feinstein currently serves as our Vice President - Finance and Chief Financial Officer. During fiscal year 2018, Mr. Feinstein served as our Vice
President-Finance and Principal Financial Officer on a consulting basis at a rate of $300 per hour for each hour worked, together with reimbursement for reasonable expenses incurred in performing his services, pursuant to the terms of an
independent contractor agreement, as amended.
Historical Compensation of our Named Executive Officers
The following table sets forth information concerning compensation earned for services rendered to us by our named executive officers for fiscal year 2018 and fiscal year 2017.
Summary Compensation Table
|
Name and Principal
Position
|
Year
|
Bonus
($)
(1)
|
All Other
Compensation
($)
(2)
|
Total ($)
|
||||||||||
|
Andrew Rackear
|
2018
|
—
|
161,796
|
161,796
|
||||||||||
|
Chief Executive Officer and Secretary
|
2017
|
40,000
|
150,039
|
190,039
|
||||||||||
|
Richard L. Feinstein
|
2018
|
—
|
151,116
|
151,116
|
||||||||||
|
Vice President - Finance and Chief Financial Officer
|
2017
|
10,000
|
162,521
|
172,521
|
||||||||||
| (1) |
The amounts in this column reflect discretionary bonuses paid in respect of fiscal year 2017 and fiscal year 2018.
|
| (2) |
The amounts in this column for Mr. Rackear reflect fees and expenses related to his services rendered as our Chief Executive Officer and Secretary on a consulting basis. The amounts in this column for Mr. Feinstein reflect fees and
expenses related to his services rendered as our Vice President - Finance and Principal Financial Officer on a consulting basis. Neither Mr. Rackear nor Mr. Feinstein received a base salary for fiscal year 2018 or 2017.
|
- 12 -
Outstanding Equity Awards at December 31, 2018
The following table sets forth information with respect to outstanding equity awards held by each of our named executive officers as of December 31, 2018.
|
OPTION AWARDS
|
STOCK AWARDS
|
|||||||||||||||||||||||||||||||||||
|
Name
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
(1)
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
|
Option
Exercise
Price
($)
(1)
|
Option
Expiration
Date
|
Number
of
Shares
or Units
of Stock
That
Have
Not
Vested
(#)
|
Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($)
|
|||||||||||||||||||||||||||
|
Andrew Rackear
|
25,000
|
—
|
—
|
1.49
|
1/17/2022
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||
|
Richard L. Feinstein
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||
| (1) |
The amounts in this column reflect equitable adjustments that were approved by the Compensation Committee and made to the stock options in connection with the special cash dividend of $1.60 per share of common stock that we paid on
June 4, 2013, the special cash dividend of $0.45 per share of common stock that we paid on December 23, 2013, the special cash dividend of $0.10 per share of common stock that we paid on January 28, 2015, the special cash dividend of
$0.50 per share of common stock that we paid on August 12, 2015, the special cash dividend of $0.25 per share of common stock that we paid on December 29, 2015, the special cash dividend of $0.15 per share of common stock that we paid
on December 12, 2016 and the special cash dividend of $0.15 per share of common stock that we paid on September 28, 2017. The special cash dividend of $0.06 per share of common stock that was paid on March 21, 2019 is not reflected in
this column.
|
Potential Payments Upon Termination or Change in Control
None of our named executive officers is covered by a severance or change in control agreement and, accordingly, none of our named executive officers would have been entitled to receive any termination or change in
control-related payments as of December 31, 2018.
- 13 -
EQUITY COMPENSATION PLAN INFORMATION
The following table provides information as of December 31, 2018 regarding shares of our common stock that may be issued under our equity compensation plans consisting of the 2011 Stock Option and Incentive Plan, the
2001 Incentive Stock Plan and the 1987 Non-Qualified Stock Option Plan:
|
Equity Compensation Plan Information
|
||||||||||||
|
Plan category
|
Number of
securities to
be issued
upon exercise
of
outstanding
options,
warrants and
rights
|
Weighted
Average
exercise price
of
outstanding
options,
warrants and
rights
|
Number of
securities
remaining
available for
future
issuance
under equity
compensation
plan
(excluding
securities
referenced in
column (a))
|
|||||||||
|
(a)
|
(b)
|
(c)
|
||||||||||
|
Equity compensation plans approved by security holders:
|
41,787
|
$
|
3.11
|
2,924,081
|
||||||||
|
Equity compensation plans not approved by security holders:
|
—
|
—
|
—
|
|||||||||
|
Total
|
41,787
|
$
|
3.11
|
2,924,081
|
||||||||
TRANSACTIONS WITH RELATED PERSONS
Our Board has adopted a formal written policy that we will not enter into any “related party transaction” (defined consistent with Item 404 of Regulation S-K under the Exchange Act) unless the Finance and Audit
Committee or a comparable committee of disinterested directors approves such transaction. No member of the Finance and Audit Committee or comparable committee shall participate in the review or approval of any related party transaction or any
material amendment thereto where that member is a related party in that transaction. In reviewing and approving any related party transaction or any material amendment thereto, the Finance and Audit Committee or comparable committee shall satisfy
itself that it has been fully informed as to the related party’s relationship and interest and as to the material facts of the proposed related party transaction or material amendment, and shall determine that the related party transaction or
material amendment thereto is fair to our Company. Since January 1, 2018, there have been no such related party transactions.
REPORT OF THE FINANCE AND AUDIT COMMITTEE OF
THE BOARD OF DIRECTORS
All three current members of our Board currently constitute the Finance and Audit Committee. Our Board consists of three independent members of our Board as defined in Rule 5605(a)(2) of the listing standards of
Nasdaq. Our Board adopted a written charter for the Finance and Audit Committee, a copy of which is available on our website at
www.enzon.com
.
The primary purpose of the Finance and Audit Committee is to monitor the integrity of our financial reporting process and financial statements, the systems of internal controls and controls over financial reporting,
the compliance by our Company with legal and regulatory requirements, and the performance and independence of our independent registered public accounting firm. Our management is responsible for the preparation, presentation and integrity of our
financial statements and for the maintenance of policies and internal controls necessary to assure compliance with accounting standards and applicable laws and regulations. Our independent registered public accounting firm is responsible for
planning and conducting an audit of our consolidated financial statements and reviews of our quarterly financial statements and performing such other procedures required by applicable Statements of Auditing Standards. Our independent registered
public accounting firm audits the annual financial statements prepared by management, expresses an opinion as to whether those financial statements present fairly, in all material respects, our financial position, results of operations and cash
flows in conformity with accounting principles generally accepted in the United States and discusses with us their independence and any other matters they are required to discuss with us or that they believe should be raised with us. We oversee
these processes, although we must rely on the information provided to us and on the representations made by management and our independent registered public accounting firm.
- 14 -
Our Board, acting as the Finance and Audit Committee, has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2018 with management. Furthermore, our Board, acting as the
Finance and Audit Committee, has discussed with our independent registered public accounting firm, EisnerAmper LLP, the matters required to be discussed by Statement of Auditing Standards No. 61, as amended. Also, our Board, acting as the Finance
and Audit Committee, has received the written disclosures and letter from EisnerAmper LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding EisnerAmper LLP’s communications with the Finance and Audit
Committee concerning independence, and has discussed with EisnerAmper LLP such auditing firm’s independence. Based on these reviews and discussions, the Finance and Audit Committee recommended that the audited financial statements be included in
our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, the last fiscal period for filing such report with the SEC.
|
THE BOARD OF DIRECTORS ACTING AS THE FINANCE AND AUDIT COMMITTEE
|
|
|
Jonathan Christodoro, Chairman*
|
|
|
Odysseas Kostas, M.D.
|
|
|
Jennifer McNealey
|
| * |
When our Board acts as the Finance and Audit Committee, Mr. Christodoro acts as the Chairman of the Finance and Audit Committee.
|
- 15 -
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of the close of business on June 24, 2019 concerning stock ownership of (i) each person known by us to own beneficially more than 5% of our outstanding common
stock, (ii) each current director, (iii) each of our named executive officers and (iv) all of our current directors and current executive officers as a group. Information set forth in this table as to our directors, named executive officers and all
directors and executive officers as a group is based upon information supplied by these individuals. Information in this table as to our greater than 5% stockholders is based solely upon the Schedules 13D or 13G filed by these stockholders with the
SEC. Where information is based on a Schedule 13D or 13G, the number of shares owned is as of the date for which information was provided in such schedules.
|
Name and Address of Beneficial Owner or Identity of Group
(1)
|
Amount and
Nature of
Beneficial
Ownership
(2)
|
Percentage of
Voting Stock
Outstanding
(3)
|
||||||
|
Jonathan Christodoro
|
—
|
—
|
||||||
|
Odysseas Kostas, M.D.
|
—
|
—
|
||||||
|
Jennifer McNealey
|
—
|
—
|
||||||
|
Andrew Rackear
|
25,000
|
(4)
|
*
|
|||||
|
Richard L. Feinstein
|
—
|
—
|
||||||
|
Jonathan Couchman and affiliated entities
|
5,787,166
|
(5)
|
13.09
|
%
|
||||
|
Carl C. Icahn and affiliated entities
|
5,279,109
|
(6)
|
11.94
|
%
|
||||
|
Poplar Point Capital Management LLC and affiliated entities
|
2,829,156
|
(7)
|
6.40
|
%
|
||||
|
Harper Asset Management, LLC
|
2,609,703
|
(8)
|
5.90
|
%
|
||||
|
All Current Directors and Current Executive Officers as a group (5 persons)
|
25,000
|
(9)
|
*
|
|||||
| * |
Less than one percent
|
| (1) |
The address for each of the executive officers and directors listed in this table is c/o Enzon Pharmaceuticals, Inc., 20 Commerce Drive, Suite 135, Cranford, New Jersey, 07016.
|
| (2) |
Beneficial ownership is determined in accordance with the rules of the SEC that deem shares to be beneficially owned by any person who has or shares voting or investment power with respect to such shares. With respect to each person
set forth in the table, shares subject to stock options, if any, held by such person that were exercisable as of June 24, 2019 or will become exercisable within 60 days after June 24, 2019 and restricted stock units, if any, held by
such person that vest within 60 days of June 24, 2019 are deemed to be outstanding and to be beneficially owned by such person for the purpose of computing the percentage ownership of such person, but are not treated as outstanding for
the purpose of computing the percentage ownership of any other person. Unless otherwise indicated below, the persons and entities named in the table have sole voting and sole investment power with respect to all the shares beneficially
owned, subject to community property laws where applicable.
|
| (3) |
Based on 44,214,603 shares of common stock, which were issued and outstanding as of the close of business on June 24, 2019. Each share of common stock is entitled to one vote. The percentage of voting stock outstanding for each
person set forth in the table is calculated by dividing (i) the number of shares of common stock deemed to be beneficially held by such person as of June 24, 2019 by (ii) the sum of (A) the number of shares of common stock outstanding
as of June 24, 2019, plus (B) the number of shares of common stock subject to stock options, if any, held by such person that were exercisable as of June 24 2019 or will become exercisable within 60 days after June 24, 2019, plus (C)
restricted stock units, if any, held by such person that vest within 60 days of June 24, 2019.
|
| (4) |
Includes 25,000 shares subject to options, which were exercisable as of June 24, 2019.
|
| (5) |
Information concerning stock ownership was obtained from Amendment No. 2 to the Schedule 13G jointly filed with the SEC on February 14, 2019 by Jonathan Couchman, Couchman Family Fund (the “Foundation”) and Xstelos Corp. (“Xstelos”).
The address for Mr. Couchman and the Foundation is c/o Couchman Management LLC, 630 Fifth Avenue, Suite 2260, New York, New York 10020. The address for Xstelos is 1105 North Market Street, Suite 1300, Wilmington, DE 19801. Mr. Couchman,
the Foundation and Xstelos reported that (i) Mr. Couchman has sole voting and dispositive power with respect to 4,672,666 of the shares and shared voting and dispositive power with respect to 1,114,500 of the shares, which includes the
shares with respect to which the Foundation and Xstelos have shared voting and dispositive power, (ii) the Foundation, of which Mr. Couchman is the sole trustee, has shared voting and dispositive power with respect to 400,000 of the
shares and (iii) Xstelos, which is controlled by Mr. Couchman, has shared voting and dispositive power with respect to 714,500 of the shares.
|
| (6) |
Information concerning stock ownership was obtained from Amendment No. 9 to the Schedule 13D filed with the SEC on November 29, 2016 by Carl C. Icahn and various entities affiliated with him. The address for Carl C. Icahn and
entities affiliated with him is 767 Fifth Avenue, 47th Floor, New York, New York 10153. Mr. Icahn and entities affiliated with him reported that they have shared voting and dispositive power over all 5,279,109 shares.
|
- 16 -
| (7) |
Information concerning stock ownership was obtained from Amendment No. 1 to the Schedule 13G jointly filed with the SEC on January 31, 2019 by Poplar Point Capital Management LLC (“PPCM”), Poplar Point Capital Partners LP (“PPCP”),
Poplar Point Capital GP LLC (“PPCGP”) and Jad Fakhry. PPCM is the investment manager for PPCP. PPCGP is the general partner of PPCP. Mr. Fakhry is the manager of, and owns a controlling interest in, PPCM and PPCGP. The address for PPCM,
PPCP, PPCGP and Mr. Fakhry is c/o Poplar Point Capital Management LLC, 840 Hinckley Road, Suite 250, Burlingame, CA 94010. PPCM, PPCP, PPCGP and Mr. Fakhry reported that they have shared voting and dispositive power over all 2,829,156
shares.
|
| (8) |
Information concerning stock ownership was obtained from Amendment No. 1 to the Schedule 13G filed with the SEC on January 3, 2019 by Harper Asset Management, LLC, which reported that, as of the close of business on December 31,
2018, Harper Asset Management, LLC beneficially owned 2,609,703 shares, which are held in investment advisory client accounts, with no individual client holding more than 170,000 shares. The address for Harper Asset Management, LLC is
6680 Gunpark Dr., Suite 202B, Boulder, CO 80301. Harper Asset Management, LLC reported that it has sole voting and dispositive power over all 2,609,703 shares.
|
| (9) |
Includes 25,000 shares subject to options which were exercisable as of June 24, 2019.
|
- 17 -
PROPOSAL NO. 2 – RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our Board, acting as the Finance and Audit Committee, has appointed EisnerAmper LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019. Our Board recommends that the
stockholders ratify the appointment of EisnerAmper LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019 at the 2019 Annual Meeting. Representatives of EisnerAmper LLP are expected to be present at
the 2019 Annual Meeting, and they will have an opportunity to make a statement if they so desire and be available to respond to appropriate questions.
Pre-Approval Policies and Procedures
The Finance and Audit Committee is required to pre-approve the audit and non-audit services performed by our independent registered public accounting firm in order to assure that the provision of such services does not
impair the accountants’ independence. The Finance and Audit Committee specifically pre-approves all audit fees, audit related fees, tax service fees and all other fees. The Finance and Audit Committee has delegated authority to the Chair of the
Finance and Audit Committee to approve any services not specifically pre-approved by the Finance and Audit Committee provided that disclosure of such services and fees is made to the Finance and Audit Committee at the next scheduled meeting
following such approval.
Audit Fees, Audit Related Fees, Tax Fees and All Other Fees
The following table sets forth the aggregate fees paid or payable for services provided to us by EisnerAmper LLP for professional services rendered for the fiscal years ended December 31, 2018 and 2017. Our Board,
acting as the Finance and Audit Committee, considered whether the provision of these services by EisnerAmper LLP was compatible with maintaining each firm’s independence and concluded that EisnerAmper LLP was “independent.”
|
EisnerAmper LLP
|
||||||||
|
Fiscal Year
Ended
December 31,
2018
|
Fiscal Year
Ended
December 31,
2017
|
|||||||
|
Audit Fees
(1)
|
$
|
93,600
|
$
|
94,250
|
||||
|
Audit-Related Fees
|
—
|
—
|
||||||
|
Tax Fees
(2)
|
13,300
|
20,800
|
||||||
|
All Other Fees
|
—
|
—
|
||||||
|
Total Fees
|
$
|
106,900
|
$
|
115,050
|
||||
| (1) |
For fiscal years 2018 and 2017, “Audit Fees” paid or payable to EisnerAmper LLP related to services in connection with the audit of our annual consolidated financial statements, review of quarterly financial statements, issuance of
consents, review of documents filed with the SEC and accounting consultations.
|
| (2) |
For fiscal years 2018 and 2017, “Tax Fees” paid or payable to EisnerAmper LLP related to tax preparation services and tax consulting services.
|
Vote Required
The ratification of the appointment of EisnerAmper LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019 requires the favorable vote of a majority of the shares present
or represented by proxy at the 2019 Annual Meeting and entitled to vote thereon. Abstentions from voting will have the same effect as voting against the ratification, and broker non-votes, if any, will be disregarded and have no effect on the
outcome of the vote. The ratification of the appointment of EisnerAmper LLP is a matter considered routine under applicable rules. A broker or other nominee may generally vote on routine matters and therefore no broker non-votes are expected to
exist in connection with this Proposal No. 2.
Recommendation
Our Board recommends that you vote “FOR” the ratification of the appointment of EisnerAmper LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019
(Proposal No. 2 on the proxy card).
- 18 -
PROPOSAL NO. 3 – APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
In accordance with Section 14A of the Exchange Act, our Board is asking our stockholders to approve an advisory resolution on executive compensation. The advisory vote is a non-binding vote on the compensation of our
named executive officers. The vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the practices described in this proxy statement. The text of the resolution is
as follows:
RESOLVED, that the stockholders of Enzon Pharmaceuticals, Inc. hereby approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement for the Company’s 2019
Annual Meeting of stockholders pursuant to Item 402 of Regulation S-K, including the Summary Compensation Table and related compensation tables and narrative discussion within the “Executive Compensation” section of the Company’s proxy statement.
We urge you to read the Summary Compensation Table and other related compensation tables and narrative disclosure which provide additional details about the compensation of our named executive officers during fiscal
year 2018 whose compensation is disclosed in this proxy statement.
The vote to approve the compensation of our named executive officers described in this Proposal No. 3, which is referred to as a “say-on-pay advisory vote,” is advisory, and is therefore not binding on us or our Board.
Although non-binding, our Board values the opinions that stockholders express in their votes on this Proposal No. 3 and will consider the outcome of the vote when making future decisions regarding the compensation of our named executive officers as
it deems appropriate.
Vote Required
The approval, on an advisory (non-binding) basis, of the compensation of our named executive officers as described in this proxy statement requires the favorable vote of a majority of the votes cast by the shares
present or represented by proxy at the 2019 Annual Meeting. Abstentions from voting and broker non-votes, if any, will have no effect on the vote to approve, on an advisory (non-binding) basis, of the compensation of our named executive officers.
Recommendation
Our Board recommends that you vote “FOR” the approval, on an advisory basis, of the compensation of our named executive officers as disclosed in this proxy statement pursuant to the compensation
disclosure rules of the Exchange Act (Proposal No. 3 on the proxy card).
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Ownership of and transactions in our common stock by our executive officers and directors and owners of 10% or more of outstanding our common stock are required to be reported to the SEC pursuant to Section 16(a) of
the Exchange Act. Based solely on our review of these reports and written representations from certain reporting persons, during fiscal year 2018, all such reports were filed in a timely manner.
ANNUAL REPORT TO STOCKHOLDERS
We will provide to each of our stockholders, without charge and upon written request, a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018. Any such written request should be directed to
our Secretary, Enzon Pharmaceuticals, Inc., at 20 Commerce Drive, Suite 135, Cranford, New Jersey 07016. A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 can also be obtained by clicking the SEC Filings link from
the Investors and Media page on our website at www.enzon.com or directly from the SEC’s website at www.sec.gov. Our website and the information contained therein or connected thereto are not intended to be incorporated into this proxy statement.
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STOCKHOLDER PROPOSALS
Stockholder proposals intended for inclusion in the proxy statement for next year’s annual meeting of stockholders pursuant to Rule 14a-8 under the Exchange Act must be directed to the Secretary, Enzon Pharmaceuticals,
Inc., at 20 Commerce Drive, Suite 135, Cranford, New Jersey 07016, and must be received by March 14, 2020, provided that, if the date of next year’s annual meeting changes by more than 30 days from the one-year anniversary of the 2019 Annual
Meeting (i.e., August 22, 2020), then the deadline is a reasonable time before we begin to print and send proxy materials for such annual meeting. In order for proposals of stockholders made outside of Rule 14a-8 under the Exchange Act to be
considered timely in accordance with the Company’s Second Amended and Restated Bylaws, such proposals must be received by the Secretary at the above address no earlier than March 5, 2020 and no later than April 16, 2020, provided that, if the date
of next year’s annual meeting changes by more than 25 days from the one-year anniversary of the 2019 Annual Meeting (i.e., August 22, 2020), such proposals must be received by the Secretary at the above address by the close of business on the 10th
day following the day on which notice of the date of the annual meeting was mailed or public disclosure of the date of the annual meeting was made, whichever first occurs.
OTHER MATTERS
Our Board is not aware of any other matters that are to be presented for action at the 2019 Annual Meeting. However, if any other matters properly come before the 2019 Annual Meeting, your shares of Common Stock will
be voted in accordance with the discretion of the designated proxy holders (who are identified on the enclosed proxy card).
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WE URGE YOU TO SIGN, DATE AND RETURN THE ACCOMPANYING PROXY CARD, NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE. A POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE.
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By Order of the Board of Directors,
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/s/ Andrew Rackear
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Andrew Rackear
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Chief Executive Officer and Secretary
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Cranford, New Jersey
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July 12, 2019
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YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. Vote by Internet - QUICK EAS Y IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail ENZON PHARMACEUTICALS, INC. Your Internet vote authorizes the named proxies to vote
your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically over the Internet must be received by 11:59 p.m., Eastern Time, on August 21, 2019. INTERNET/MOBILE – www.cstproxyvote.com Use
the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares. MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided. PLEASE DO
NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY . FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED PROXY UNLESS OTHERWISE DIRECTED, THIS PROXY WILL BE VOTED “FOR” EACH OF THE NOMINEES TO THE BOARD OF DIRECTORS LISTED IN
PROPOSAL NO. 1 AND “FOR” PROPOSALS NO. 2 AND 3 AND WILL BE VOTED IN THE DISCRETION OF THE PROXIES ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE 2019 ANNUAL MEETING. THE BOARD OF DIRECTORS HAS PROPOSED AND RECOMMENDS THAT STOCKHOLDERS
VOTE “FOR” EACH OF THE NOMINEES TO THE BOARD OF DIRECTORS LISTED IN PROPOSAL NO. 1 AND “FOR” PROPOSALS NO. 2 AND 3. Please mark your votes like this THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES: 1. To elect three (3) directors,
each for a one-year term expiring at the Company’s next annual meeting of stockholders and until such director’s successor is elected and qualified. (1) Jonathan Christodoro (2) Odysseas Kostas, M.D. (3) Jennifer McNealey FOR AGAINST ABSTAIN
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS NOS. 2 AND 3. VOTE ON INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ADVISORY SAY-ON-PAY VOTE 2. To ratify the appointment of EisnerAmper LLP as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2019. FOR AGAINST ABSTAIN Mark here if you plan to attend the meeting. YES NO ADVISORY SAY-ON-PAY VOTE 3. To approve, on an advisory basis, the compensation of the Company’s named FOR
AGAINST ABSTAIN 4. Such other matters as may properly come before the 2019 annual meeting or any adjournment or postponement thereof. For address changes/comments, please check this box and write them below, to the left, where indicated.
Address changes/comments: CONTROL NUMBER Signature________________________________Signature, if held jointly_________________________ Date______, 2019 Note: Please sign exactly as name appears hereon. When shares are held by joint owners, both
should sign. When signing as attorney, executor, administrator, trustee, guardian, or corporate officer, please give title as such.
Important Notice Regarding the Availability of Proxy Materials for the 2019 Annual Meeting of Stockholders to be held on August 22, 2019 Our Proxy Statement and our Annual Report on Form 10-K for the fiscal year
ended December 31, 2018 are available online at: http://www.cstproxy.com/enzon/2019 FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BO ARD OF DIRECTORS ENZON PHARMACEUTICALS, INC. ANNUAL
MEETING OF S TOCKHOLDERS THIS PROXY IS SOLICITED ON BEHALF OF THE BO ARD OF DIRECTORS Thursday, August 22, 20 19 The undersigned hereby appoints Andrew Rackear and Richard L. Feinstein, and each of them, as proxies, with full power of
substitution in each of them, and hereby authorizes each of them to represent and to vote, as designated on the reverse side, on all proposals and in the discretion of the proxies on such other matters as may properly come before the 2019 annual
meeting of stockholders of Enzon Pharmaceuticals, Inc. (the “Company”) to be held on August 22, 2019 at 11:00 a.m., local time, or any adjournment(s), postponement(s), or other delays thereof (the “2019 Annual Meeting”), all shares of common
stock of the Company to which the undersigned is entitled to vote at the 2019 Annual Meeting. IF YOU SIGN AND RETURN THE ENCLOSED PROXY CARD BUT DO NOT INDICATE YOUR VOTE, THE DESIGNATED PROXY HOLDERS WILL VOTE YOUR SHARES “FOR” EACH OF THE
NOMINEES TO THE BOARD OF DIRECTORS LISTED IN PROPOSAL NO. 1 AND “FOR” PROPOSALS NOS. 2 AND 3. (Continued, and to be marked, dated and signed, on the other side)
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