DCTH
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 5 , 2017
Notice is hereby given that the 2017 Annual Meeting of Stockholders of Delcath Systems, Inc. will be held on June 5, 2017, at 9:30 a.m., local time, at the offices of Morgan, Lewis & Bockius LLP, located at 101 Park Avenue, New York, New York 10178, for the following purposes:
(1)
To vote on the election of Harold S. Koplewicz, M.D as a Class II director, to serve until the 2020 annual meeting of stockholders and until his successor is duly elected and qualified;
(2)
To cast a non-binding, advisory vote on the compensation of our named executive officers (“say-on-pay”);
(3)
To cast a non-binding, advisory vote on the frequency of “say-on-pay”;
(4)
To ratify the appointment by our Audit Committee of Grant Thornton, LLP as Delcath’s independent registered public accounting firm for the fiscal year ending December 31, 2017;
(5)
To approve an amendment to our amended and restated certificate of incorporation to effect a reverse stock split of our common stock, such split to combine a whole number of outstanding shares of our common stock in a range of not less than fifty shares and not more than five hundred shares, into one share of common stock in the discretion of the Board of Directors, and to grant authorization to the Board of Directors to determine, in its sole discretion, whether to implement the reverse stock split, as well as its specific timing; and
(6)
To transact such other business as may properly come before the meeting or any adjournment or postponement of the meeting.
Each proposal will be effective upon its approval by our stockholders at the Annual Meeting and is not conditioned upon the approval by our stockholders of any other proposal. As each proposal will be presented to our stockholders at the Annual Meeting in the order presented herein, each such proposal that is approved will become effective in such order.