UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 25, 2020

Enzo Biochem, Inc.

(Exact Name of Registrant as Specified in Its Charter)

New York

(State or Other Jurisdiction of Incorporation)

(212) 583-0100

(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 (see General Instruction A.2. below):

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

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-1 of this chapter). 

Emerging growth company     o

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.  o

Enzo Biochem, Inc.’s (the “Company”) Board of Directors (the “Board”) adopted an amendment to the Amended and Restated By-Laws of the Company, effective February 25, 2020, implementing majority voting in uncontested director elections. This description of the amendment is qualified in its entirety by reference to the text of Amendment No. 1 to the Amended and Restated Bylaws filed as Exhibit 3.1 hereto.

On February 25, 2020, the Company held its annual meeting of shareholders (the “Annual Meeting”) in New York, New York. As of December 3, 2019, the record date for the Annual Meeting, there were a total of 47,556,807 shares of common stock of the Company (“Common Stock”) outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 39,934,479 shares of Common Stock were represented in person or by proxy and, therefore, a quorum was present.

The shareholders of the Company voted on the following items at the Annual Meeting.

Set forth below are the proposals voted upon at the Annual Meeting, and the final voting results as certified by the independent inspector of elections, Christopher J. Woods. As a consequence of these results, among other things, Fabian Blank and Peter J. Clemens were elected to the Board as Class II Directors, Rebecca J. Fischer was reelected to the Board as a Class I Director and the size of the Board did not change. For more information about any of the proposals voted on at the Annual Meeting, please see the Company’s definitive proxy statement, filed with the Securities and Exchange Commission (the “SEC”) on December 5, 2019, as supplemented (the “Proxy Statement”).

Proposal 1 – Amendment to the Company’s By-Laws to Increase the Maximum Size of the Board

The shareholders did not approve the amendment to the Company’s By-Laws to increase the maximum size of the Board from five (5) to six (6) members, and provide the discretion to the Board to increase or decrease the size of the Board within the range of five (5) and seven (7) directors (the “By-Law Amendment Proposal”). Approval of the By-Law Amendment Proposal required the affirmative vote of the holders of a majority the votes present in person or by proxy by the holders of shares entitled to vote therein. The following sets forth the results of the voting with respect to this proposal:

Proposal 2 – Election of Class II Directors

Based on the votes set forth below, shareholders elected the following candidates nominated by Harbert Discovery Fund, LP and Harbert Discovery Co-Investment Fund I, LP as Class II Directors of the Company: Fabian Blank and Peter J. Clemens. The following sets forth the results of the voting with respect to each director candidate:

Proposal 3 - Election of the Class I Director

Based on the votes set forth below, shareholders elected Rebecca J. Fischer, the Company’s nominee, as a Class I Director of the Company. The following sets forth the results of the voting with respect to this proposal:

Proposal 4 - Election of the Class III Director

Based on the votes set forth below, the shareholders would have elected Barry W. Weiner, the Company’s nominee, as a Class III director if proposal No. 1 was approved.

The following sets forth the results of the voting with respect to this proposal:

Proposal 5 - Advisory Vote on Compensation of the Company’s Named Executive Officers

The shareholders approved the advisory vote on the compensation of the Company’s named executive officers, as described in the Proxy Statement. The following sets forth the results of the voting with respect to this proposal:

Proposal 6 - Ratify the Appointment of EisnerAmper LLP as the Company’s Independent Registered Public Accountants

The shareholders approved, on an advisory basis, the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2020. The following sets forth the results of the voting with respect to this proposal:

Proposal 7 - Approval of an Amendment to the Company’s By-Laws to Implement Majority Voting in Uncontested Director Elections

The shareholders approved the amendment to the Company’s By-Laws to implement majority voting in uncontested director elections. The following sets forth the results of the voting with respect to this proposal:

No other matters were presented for consideration or shareholder action at the Annual Meeting.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.