genta_8k-070811.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  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):  July 8, 2011
 
GENTA INCORPORATED
(Exact Name of Registrant
as Specified in Its Charter)
 
 
Delaware
  
 
(State or Other Jurisdiction of Incorporation)
  
 
0-19635
  
33-0326866
(Commission File Number)
  
(IRS Employer Identification No.)
 
200 Connell Drive
Berkeley Heights, NJ
  
07922
(Address of Principal Executive Offices)
  
(Zip Code)
 
 
(908) 286-9800
  
(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

o Pre -commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

o Pre -commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 

Item 5.07 Submission of Matters to a Vote of Security Holders.

Genta Incorporated, (the Company), held its 2011 Annual Meeting of Stockholders on July 8, 2011. The stockholders voted on the following matters:

Proposal 1. Election of Board of Directors

Stockholders elected each of the Board’s five director nominees as set forth below:

Director
Votes For
Withheld
Broker Non-Votes
Raymond P. Warrell, Jr. M.D.
31,299,396
2,070,303
67,717,005
Marvin E. Jaffe, M.D
31,607,741
1,761,958
67,717,005
Christopher P. Parios
31,743,905
1,625,794
67,717,005
Ana I. Stancic
31,732,236
1,637,463
67,717,005
Daniel D. Von Hoff, M.D.
31,669,749
1,699,950
67,717,005

Proposal 2. To approve an amendment and restatement of our 2009 Stock Incentive Plan to change the number of shares of Common Stock authorized for issuance under our plan

Stockholders voted to not approve the amendment and restatement of the 2009 Stock Incentive Plan

For
16,233,911
Against                                
  3,736,356
Abstain                      
13,399,432
Broker Non-Votes
67,717,005
 
 
Proposal 3. To ratify the appointment of EisnerAmper LLP as our independent registered public accounting firm for the year ended December 31, 2011

Stockholders voted to ratify the appointment of EisnerAmper LLP as our independent registered public accounting firm for the year ended December 31, 2011.

For
88,401,275
Against                                
  7,171,894
Abstain                      
  5,513,535
Broker Non-Votes
                 0
 
 
SIGNATURES
 
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.
 
   
GENTA INCORPORATED
 
 
Date:
July 8, 2011
  
By:
/s/ GARY SIEGEL
       
Name:
Gary Siegel
       
Title:
Vice President, Finance