RenovoRx Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 24, 2025, RenovoRx, Inc., a Delaware corporation (the “Company”), held its 2025 annual meeting of stockholders (the “Annual Meeting”). The number of shares of common stock of the Company entitled to vote at the Annual Meeting (the “Voting Stock”) was 36,551,752 shares outstanding as of April 25, 2025 (the “Record Date”). No other shares of the Company’s capital stock were entitled to vote at the Annual Meeting. The number of shares of Voting Stock present or represented by valid proxy at the Annual Meeting was approximately 20,086,518 shares of Voting Stock, constituting a quorum. At the Annual Meeting, the Company’s stockholders voted on the following three proposals:
Proposal 1 – Director Election Proposal
At the Annual Meeting, the Company’s stockholders elected each of Shaun R. Bagai, Ramtin Agah, M.D., Kirsten Angela Macfarlane, Laurence J. Marton, M.D., Una S. Ryan, O.B.E., Ph.D., D.Sc., and Robert J. Spiegel, M.D., FACP as a director for a one-year term that expires at the Company’s 2026 annual meeting of stockholders or until a successor is duly elected and qualified, subject to his or her earlier death, removal or resignation. The voting results were as follows:
| Nominee | Votes For | Votes Withheld | Broker Non-Vote | |||||||||
| Shaun R. Bagai | 13,033,638 | 98,620 | 6,954,260 | |||||||||
| Ramtin Agah, M.D., FACP | 13,055,807 | 76,451 | 6,954,260 | |||||||||
| Kirsten Angela Macfarlane | 13,044,334 | 87,925 | 6,954,259 | |||||||||
| Laurence J. Marton, M.D. | 9,815,887 | 3,316,371 | 6,954,260 | |||||||||
| Una S. Ryan, O.B.E., Ph.D., D.Sc. | 9,522,909 | 3,609,349 | 6,954,260 | |||||||||
| Robert J. Spiegel, M.D., FACP | 9,857,399 | 3,274,859 | 6,954,260 | |||||||||
Proposal 2 – Incentive Plan Amendment Proposal
The Company’s stockholders voted to approve two amendments to the Company’s Amended and Restated 2021 Omnibus Equity Incentive Plan (the “2021 Plan”), specifically (i) the addition of 913,794 shares of common stock of the Company, which is equal to 2.5% of total issued and outstanding shares of the Record Date, to the total number of shares of common stock reserved and available for issuance under the 2021 Plan and (ii) an increase in the 2021 Plan’s “evergreen” provision to increase the size of the 2021 Plan each year from three percent (3%) of shares outstanding on the final day of the immediately preceding calendar year to five percent (5%). The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 9,056,181 | 4,037,698 | 38,379 | 6,954,260 | |||||||||||
Proposal 3 – Auditor Ratification Proposal
The Company’s stockholders voted to ratify the appointment by the audit committee of the Board of directors of the Company of Frank, Rimerman + Co. LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 19,131,750 | 949,070 | 5,698 | 0 | |||||||||||
SIGNATURE
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.
| RENOVORX, INC. | |||
| Dated: | June 25, 2025 | By: | /s/ Shaun R. Bagai |
| Name: | Shaun R. Bagai | ||
| Title: | Chief Executive Officer | ||