Current Report · Items 5.02, 5.07, 9.01 · 8-K
Delcath Systems, Inc.
DCTHNASDAQEQUITYCurrent
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Submission of Matters to a Vote of Security Holders
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Omnibus Equity Incentive Plan At the 2026 annual meeting of stockholders held on May 13, 2026 (the “Annual Meeting”), the stockholders of Delcath Systems, Inc.…
Filed May 14, 2026Accepted May 14, 2026, 8:23 AM EDTCIK 872912Accession 0001193125-26-222899
Company context
Delcath Systems, Inc. is an interventional oncology company focused on the treatment of primary and metastatic liver cancers. The company's proprietary products, HEPZATO KIT™ (HEPZATO (melphalan) for Injection/Hepatic Delivery System) and CHEMOSAT® Hepatic Delivery System (HDS) for Melphalan percutaneous hepatic perfusion (PHP), are designed to administer high-dose chemotherapy to the liver while controlling systemic exposure and associated side effects during a PHP procedure.
Current securities
Disclosure sections
Items 5.02, 5.07, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Omnibus Equity Incentive Plan
At the 2026 annual meeting of stockholders held on May 13, 2026 (the “Annual Meeting”), the stockholders of Delcath Systems, Inc. (the “Company”) approved an amendment to the Company’s 2020 Omnibus Equity Incentive Plan (the “2020 EIP”) to increase by 1,800,000 the number of shares of the Company’s common stock, $0.01 par value (the “Common Stock”) available thereunder.
A more detailed summary of the material features of the 2020 EIP, as amended, including the terms of stock option grants thereunder, is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 2, 2026 (the “2026 Proxy Statement”). That summary and the foregoing descriptions are qualified in their entirety by reference to the text of the 2020 EIP, as amended, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders
At the Annual Meeting, the Company’s stockholders voted on four proposals, each of which is described in more detail in the 2026 Proxy Statement. Of the 34,618,159 shares of the Common Stock and outstanding and convertible preferred stock eligible to vote as of the record date, 23,346,271 shares, or approximately 67.44%, were present or represented by proxy at the Annual Meeting.
The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for and against each matter and, if applicable, the number of votes withheld, abstentions and broker non-votes with respect to each such matter.
Proposal 1. Stockholders elected the following nominees to serve as Class II directors on the board of directors of the Company (the “Board”) until the Company’s 2029 Annual Meeting or until their successors have been duly elected and qualified. The voting results for such nominees were as follows:
Director Name Votes For Votes Broker Non
Withheld -Votes
───────────────────────────────────────────────────────────────────────────────────────────────────────────────
Elizabeth Czerepak 14,903,665 456,973 7,985,633
John R. Sylvester 14,819,700 540,938 7,985,633
Proposal 2. Stockholders approved the amendment to the 2020 EIP to increase by 1,800,000 the number of shares of Common Stock available under thereunder. The voting results were as follows:
Votes For Votes Against Abstentions Broker Non-
Votes
───────────────────────────────────────────────────────────────────
12,770,662 2,322,773 267,202 7,985,634
Proposal 3. Stockholders ratified the selection by the Audit Committee of the Board of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2026. The voting results were as follows:
Votes For Votes Against Abstentions Broker Non-
Votes
───────────────────────────────────────────────────────────────────
22,719,287 191,205 435,779 N/A
Proposal 4. Stockholders approved a non-binding advisory vote on the compensation of the Company’s named executive officers. The voting results were as follows:
Votes For Votes Against Abstentions Broker Non-
Votes
───────────────────────────────────────────────────────────────────
13,244,653 1,748,570 367,413 7,985,635