Replies to post #2579 on Onconova Therapeutics Inc (ONTX)

[powerbattles]

Tomorrow is the annual meeting...

Onconova Therapeutics, Inc.
375 Pheasant Run
Newtown, PA 18940 USA
June 10, 2020
Dear Fellow Onconova Stockholder,
We cordially invite you to attend Onconova Therapeutics, Inc.’s (the “Company” or “Onconova”) Reconvened 2020 Annual Meeting of Stockholders to be held virtually at 10:30 a.m. Eastern Daylight Time on June 26, 2020 (the “Reconvened Annual Meeting”). The Reconvened Annual Meeting will focus on the proposal (“Proposal 7”) to approve an amendment to add 12.5 million shares to the Company’s 2018 Omnibus Incentive Compensation (the “2018 Plan”). The Reconvened Annual Meeting will be held via the Internet at www.virtualshareholdermeeting.com/ONTX2020 and instructions on how to participate and demonstrate proof of stock ownership are posted at www.virtualshareholdermeeting.com/ONTX2020 and on your proxy card.
At the time of the closing of the polls at the Company’s Annual Meeting held on May 27, 2020 (the “Annual Meeting”), votes in favor of Proposal 3, the proposal to add 25 million shares to the 2018 Plan, exceeded votes against. However, the Company subsequently learned from the Inspector of Election that additional votes had been cast but not tabulated, resulting in Proposal 3 not passing After considering feedback from stockholders, the Board of Directors approved Proposal 7 for stockholder consideration at the Reconvened Annual Meeting which is an Incentive Compensation Plan Amendment to add 12.5 million shares to the 2018 Plan, which represents a 50% decrease in the size of the requested increase in authorized shares at the Annual Meeting. The Board of Directors of the Company believes that the Incentive Compensation Plan Amendment is needed to enable the Company’s compensation program to remain competitive and enable the Company to attract and retain experienced, highly-qualified directors, employees, consultants and advisors who will contribute to the Company’s success; including leadership of a new commercial organization.
Based on stockholder feedback, if the Incentive Compensation Plan Amendment is approved by the stockholders, the Board of Directors also plans to have a portion of the incentive compensation awards be performance based that will vest based on performance criteria in order to align employee and stockholder interests. It is expected that a portion of near-term grants would vest based upon the Company’s clinical and regulatory progress.
BASED ON THE FOREGOING AND THE INFORMATION PROVIDED IN THE DEFINITIVE ADDITIONAL PROXY MATERIALS, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” AMENDMENT 2020-1 TO THE ONCONOVA THERAPEUTICS, INC. 2018 OMNIBUS INCENTIVE COMPENSATION PLAN, AS AMENDED AND RESTATED (PROPOSAL 7)
Based on feedback from stockholders, the Board of Directors expects it will withdraw Proposal 2, the proposal to combine outstanding shares of Onconova’s common stock into a lesser number of outstanding shares, or a “reverse stock split” at the Reconvened Annual Meeting. Onconova expects to defer any reverse stock split until topline data from its pivotal Phase 3 “INSPIRE” trial are announced (expected during the second half of 2020), or as required by Nasdaq. If the Company has not achieved compliance with Nasdaq’s minimum bid price rules by August 17, 2020, the Company expects it will request a 6-month extension from Nasdaq in order to regain compliance with these rules.
375 Pheasant Runwww.onconova.comPhone: 267 759 3680
Newtown,PA
18940
Fax: [phone]