genta_8k-072612.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 26, 2012
 
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 2012 Annual Meeting of Stockholders on July 26, 2012. 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.
3,390,154,769
81,920,406
1,191,524,858
Marvin E. Jaffe, M.D
3,401,218,210
70,856,965
1,191,524,858
Brian M. Leyland-Jones, Ph.D.
3,393,405,614
78,669,561
1,191,524,858
Richard J. Moran
3,400,285,466
71,789,709
1,191,524,858
Christopher P. Parios
3,395,866,667
76,208,508
1,191,524,858

Proposal 2. To approve a change in corporate domicile from Delaware to California.

Stockholders voted to approve a change in the corporate domicile for the Company from Delaware to California.

For
3,366,813,093
Against                                
101,209,494
Abstain                      
4,052,588
Broker Non-Votes
1,191,524,858
 
Proposal 3. To ratify the appointment of EisnerAmper LLP as our independent registered public accounting firm for the year ended December 31, 2012

Stockholders voted to ratify the appointment of EisnerAmper LLP as our independent registered public accounting firm for the year ended December 31, 2012.

For
4,470,603,777
Against                                
106,998,428
Abstain                      
85,997,828
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 26, 2012
  
By:
/s/ GARY SIEGEL
       
Name:
Gary Siegel
       
Title:
Vice President, Finance