Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; and Compensatory Arrangements of Certain Officers
Pursuant to a recommendation by the Nominating Committee, the board of directors
(the "Board") of
There are no related person transactions (or proposed related person
transactions) with respect to
On
Item 5.07. Submission of Matters to a Vote of Security Holders
The 2023 Annual Meeting of Stockholders of the Company (the "2023 Annual
Meeting") was held by remote communication in the form of both a dial-in
conference call and an audio webcast rather than an in-person event on
1. To elect to one-year terms as Directors of the Company the six nominees listed
in the 2023 Proxy Statement.
2. To approve a non-binding advisory resolution on the Company's executive
compensation program.
3. To approve a non-binding advisory vote on whether to amend the Company's
Common Stock Rights Plan extending its expiration date by one year toSeptember 19, 2024 .
4. To ratify the Audit Committee's selection of
Registered Public Accounting Firm of the Company for the year ending December
31, 2023.
At the 2023 Annual Meeting, there were present in person or by proxy 5,705,545 shares of the Company's common stock, representing more than 73% of the total outstanding eligible votes. The final voting results for each proposal are as follows:
1. To elect to one-year terms as Directors of the Company the nominees listed in
the Company's Proxy Statement datedApril 28, 2023 : Broker For Withheld Non-votes Gloria J. Basse 3,594,248 78,409 2,032,888 Michael F. Brigham 3,590,547 82,110 2,032,888 Bobbi Jo Brockmann 3,614,602 58,055 2,032,888 Steven T. Rosgen 3,592,944 79,713 2,032,888 David S. Tomsche 3,555,331 117,326 2,032,888 Paul R. Wainman 3,547,166 125,491 2,032,888
On the basis of this vote, each of the six nominees was elected to a one-year term as a Director of the Company.
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2. To approve a non-binding advisory resolution on the Company's executive
compensation program: For Against Abstain Broker Non-votes 3,293,046 76,241 303,370 2,032,888
58% of the shares voting at this meeting in person or by proxy voted in favor. On the basis of this vote, the non-binding advisory resolution on the Company's executive compensation program was approved.
3. To approve a non-binding advisory vote on whether to amend the Company's
Common Stock Rights Plan extending its expiration by one year to
2024: For Against Abstain Broker Non-votes 2,390,931 1,270,796 10,930 2,032,888
42% of the shares voting at this meeting in person or by proxy voted in favor.
On the basis of this vote, the non-binding advisory resolution regarding the
Company's Common Stock Rights Plan was not approved. However, since the approval
of Proposal Three requires the approval of the holders of a majority of the
shares of the Company's common stock represented at the meeting, abstentions,
broker non-votes and votes against have the effect of a negative vote.
Recognizing that there might be a substantial number of broker non-votes, the
Company's Board of Directors, which has the authority to amend the Common Stock
Rights Plan, stated in the 2023 Proxy Statement that it intends to be guided by
the votes actually cast on this proposal in deciding whether to extend the
expiration date of such plan by one year. Of the votes actually cast on this
proposal, 65.10% voted in favor, 34.60% voted against and 0.30% abstained. On
the basis of this vote, the Board voted to extend the Common Stock Rights Plan
by one year to
4. To ratify the Audit Committee's selection of
Registered Public Accounting Firm of the Company for the year ending December
31, 2023: For Against Abstain Broker Non-votes 5,687,633 9,343 8,569 0
99.7% of the shares voting at this meeting in person or by proxy voted in favor.
On the basis of this vote, the Audit Committee's selection of
Item: 9.01 - Financial Statements and Exhibits
(d) Exhibits
The following exhibit relating to Item 5.02 shall be deemed to be furnished, and not filed:
99.1 Press Release ofImmuCell Corporation datedJune 21, 2023 . 104 Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). 2
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