--- schema_version: "secwatch.filing_event.v1" accession: "0001493152-23-032176" form_type: "8-K" ticker: null cik: "0000799698" company_name: "LadRx Corp" filed_at: "2023-09-11T23:59:59+00:00" generated_at: "2026-06-10T21:56:17.859772+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.4 calibrated_materiality_score: 0.4 confidence: "high" source: SEC EDGAR --- # LadRx declassifies board, increases stock plan by 75,000 shares, elects Caldwell ## Summary - Board declassification approved; by 2026 all directors will be elected annually for one-year terms. - 2019 Stock Incentive Plan amended: shares increased by 75,000; name changed from CytRx to LadRx. - Joel Caldwell elected Class II director with 76,717 for, 0 against (broker non-votes 158,417). - Stockholders ratified Weinberg & Company as independent auditor for FY2023 (208,886 for, 36,259 against). ## SEC filing metadata - accession: 0001493152-23-032176 - form_type: 8-K - cik: 0000799698 - company_name: LadRx Corp - filed_at: 2023-09-11T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.4 - calibrated_materiality_score: 0.4 - confidence: high - sec_items: 3.03, 5.02, 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/799698/000149315223032176/0001493152-23-032176-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/799698/000149315223032176/form8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-23-032176 - JSON: https://secwatch.observer/filing/0001493152-23-032176.json - Plain text: https://secwatch.observer/filing/0001493152-23-032176.txt ## Key facts - Governance Changes LadRx Corp: Amended Article III, Sections 3 and 5 of By-Laws to declassify board and permit director removal under DGCL Section 141(k) (effective 2023-09-06). - Change: bylaw amendment - Effective: 2023-09-06 source text: On September 6, 2023, the Company’s stockholders approved at the Annual Meeting, amendments (collectively, the “Amendments”) to the Company’s Amended and Restated By-Laws (the “By-Laws”), which were previously adopted by the Board on July 14, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/799698/000149315223032176/0001493152-23-032176-index.htm - Governance Changes LadRx Corp: Amended Section 2 of Article Eighth of Restated Certificate of Incorporation to declassify the board of directors over three years (effective 2023-09-08). - Change: charter amendment - Effective: 2023-09-08 source text: On September 8, 2023, the Company filed a Certificate of Amendment of Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of Delaware to amend and restate in its entirety Section 2 of Article Eighth of the Company’s Restated Certificate of Incorporation, such that commencing with the election of directors at the 2024 annual meeting of stockholders, the director in Class I will be up for election for a one-year term ending at the 2025 annual meeting of stockholders, commencing with the election of directors at the 2025 annual meeting of stockholders, the director in Class III will be up for election for a one-year term ending at the 2026 annual meeting of stockholders, and following the 2026 annual meeting of stockholders, the Board shall no longer be classified and divided into classes and all directors will be elected for a term expiring at the following annual meeting of stockholders or, if earlier, their death or resignation. evidence_url: https://www.sec.gov/Archives/edgar/data/799698/000149315223032176/0001493152-23-032176-index.htm - Shareholder Votes LadRx Corp shareholders approved Advisory approval of named executive officer compensation at the 2023-09-06 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-09-06 source text: 4. The approval, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. For Against Abstain Broker Non-Votes 72,379 24,179 2,101 158,417 evidence_url: https://www.sec.gov/Archives/edgar/data/799698/000149315223032176/0001493152-23-032176-index.htm - Shareholder Votes LadRx Corp shareholders approved Ratification of Weinberg & Company as independent registered public accounting firm at the 2023-09-06 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-09-06 source text: 3. The ratification of the appointment of Weinberg & Company as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. For Against Abstain Broker Non-Votes 208,886 36,259 11,931 - evidence_url: https://www.sec.gov/Archives/edgar/data/799698/000149315223032176/0001493152-23-032176-index.htm - Shareholder Votes LadRx Corp shareholders approved Election of one Class II director, Mr. Joel Caldwell at the 2023-09-06 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-09-06 source text: 1. The election of one Class II director, Mr. Joel Caldwell, to serve until the 2026 annual meeting of stockholders. For Against Abstain Broker Non-Votes 76,717 0 21,942 158,417 evidence_url: https://www.sec.gov/Archives/edgar/data/799698/000149315223032176/0001493152-23-032176-index.htm - Shareholder Votes LadRx Corp shareholders approved Approval to amend governing documents to declassify the Board at the 2023-09-06 meeting. - Outcome: passed - Meeting: 2023-09-06 source text: 2. The approval to amend the Company’s governing documents (Restated Certificate of Incorporation and By-Laws) to declassify the structure of the Board, such that each director standing for election shall only be eligible to be elected for one-year terms. For Against Abstain Broker Non-Votes 86,518 10,917 1,224 158,417 evidence_url: https://www.sec.gov/Archives/edgar/data/799698/000149315223032176/0001493152-23-032176-index.htm - Shareholder Votes LadRx Corp shareholders approved Advisory vote on frequency of future say-on-pay votes at the 2023-09-06 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-09-06 source text: 5. The approval, on an advisory basis, regarding the frequency of future stockholder advisory votes to approve the compensation of the Company’s named executive officers. 1 Year 2 Years 3 Years Abstain 52,459 3,033 39,115 4,052 evidence_url: https://www.sec.gov/Archives/edgar/data/799698/000149315223032176/0001493152-23-032176-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.