A board member has agreed to retire from the board. We will leverage the collaborative process we previously used to select another board member. The Company will select the new board member from the candidates we identify no later than immediately following the 2022 Shareholder Meeting.
One new Board member will be named to the Compensation Committee and the other new Board member will be named to the Audit or Compensation Committee.
The Company has committed to having no more than four board members prior to the 2022 Shareholder meeting.
If shareholders vote in favor of the proposal and subsequent resolution, the Board will declassify on a rolling basis by 2026. Thereafter, all board member terms will be for one year instead of three years; however all Board members can be re-elected annually.
The additional steps involved in the Delaware Chancery Action include at least an Injunction Hearing and a Trial. The Company would have spent substantial sums of money defending itself and its board members. Amending the cooperation agreement reduced total actual Company expenses had the Delaware Chancery Action continued to conclusion.
If either party violates the terms of our Amended Cooperation Agreement, the other party has the right to request the specific performance of its provisions in a court of law.
I will be working with a national search firm to identify a potential new board member. The Company will select the new board member from the candidates we identify prior to the 2021 Shareholder Meeting.
For 2020 and 2021, salaries and bonuses for the two top executive officers are capped at $1,500,000, representing a $40,000 annual reduction from reported 2019 amounts.
For 2020 and 2021, stock option awards for the two top executive officers and the board members are eliminated, representing a $1,079,100 annual reduction from 2019 amounts.
Absent unusual circumstances, the Company may not make any shareholder proposals to increase the number of shares of the Company until after the 2022 Shareholder Meeting.
The Company anticipated spending $300,000 in incremental expenses relating to the Proxy Contest based on the information available to it at the time of that estimate. Reaching a cooperation agreement likely reduced total actual Company expenses had the Proxy Contest continued to conclusion.
If either I or the Company violates the terms of our Cooperation Agreement, the other party has the right to request the specific performance of its provisions in a court of law.
CytRx Corporation Hammann Cooperation Agreement and former Proxy Materials.
CYTR Hammann 2020 Cooperation Agreement (pdf)Download
Hammann Proxy Statement for CytRx Corporation 2020 Shareholder Meeting (pdf)Download
Hammann Letter re_ CytRx Corporation 2020 Shareholder Meeting (pdf)Download
Hammann Letter Responding to CytRx Corporation Defamation Attempts (pdf)Download
Supreme_Court_Petition_2020_06_16 FINAL Modified Third (pdf)Download
Appendix 2020 06 02 FINAL (pdf)Download
Can I still vote using the WHITE proxy card?
No. The WHITE proxy card is no longer valid.
What if I already voted using the WHITE Proxy Card?
You are still entitled to vote using the BLUE proxy card provided by the Company.
Does this mean you are shifting away from all things CYTR?
No. I will be involved in finding a new Board member for the Company in 2020 and 2021. I will also be monitoring compliance with the Cooperation Agreement through 2022. I must, however, sell all of the shares I currently hold in the Company within one year.
What's next for you?
Catching up on lost sleep and rescheduling some delayed vacation plans are high priorities. I will also go back to work on completing a patent application that this proxy contest has delayed. Finally, I have been approached by an activist investor who has asked me to consider running as a candidate in contested proxy elections which he initiates. If you have other stocks in your portfolio which you think could benefit from a change in board of director composition, please let me know.