UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a–12 under the Exchange Act (17 CFR 240.14a–12) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 11, 2021, Ocugen, Inc. (the “Company”) opened its 2021 Annual Meeting of Stockholders (the “Annual Meeting”) virtually. As there was not a sufficient number of shares represented in person or by proxy to constitute a quorum, the Company adjourned the Annual Meeting to July 2, 2021 at 11:00 a.m. ET. At the reconvened Annual Meeting, a total of 101,256,934 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), or 53.81% of the Common Stock outstanding as of April 19, 2021, the record date for the Annual Meeting, were represented virtually or by proxy.
The following is a brief description of the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting on July 2, 2021.
(a) Item 1 — Election of Three Class I Directors. The stockholders elected each director nominee to the Board of Directors to serve as a director until the 2024 Annual Meeting of Stockholders or until his respective successor is elected and qualified, as follows:
| Name | For | Withheld | Broker Non-Votes |
| Shankar Musunuri, Ph.D., MBA | 58,669,949 | 7,944,159 | 34,642,826 |
| Ramesh Kumar, Ph.D. | 57,808,365 | 8,805,743 | 34,642,826 |
| Junge Zhang, Ph.D. | 58,673,005 | 7,941,103 | 34,642,826 |
(b) Item 2 — Ratification of Independent Registered Public Accountant. The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2021 fiscal year, as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 95,522,113 | 3,628,111 | 2,106,710 | — |
(c) Item 3 — Approval, on an advisory basis, of the compensation of the Company’s named executive officers. The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 47,559,375 | 16,714,462 | 2,340,271 | 34,642,826 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 2, 2021
| OCUGEN, INC. | ||
| By: | /s/ Shankar Musunuri | |
| Name: Shankar Musunuri | ||
| Title: Chief Executive Officer and Chairman | ||
Cover |
Jul. 02, 2021 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jul. 02, 2021 |
| Entity File Number | 001-36751 |
| Entity Registrant Name | OCUGEN, INC. |
| Entity Central Index Key | 0001372299 |
| Entity Tax Identification Number | 04-3522315 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 263 Great Valley Parkway |
| Entity Address, City or Town | Malvern |
| Entity Address, State or Province | PA |
| Entity Address, Postal Zip Code | 19355 |
| City Area Code | 484 |
| Local Phone Number | 328-4701 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $0.01 par value per share |
| Trading Symbol | OCGN |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |