UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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| 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 growth company
Item 5.07. Submission of Matters to a Vote of Security Holders
The 2022 Annual Meeting of Stockholders of the Company 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 Wednesday, June 15, 2022, at 3:00 p.m. Eastern Time, for the following purposes:
| 1. | To elect to one-year terms as Directors of the Company the nominees listed in the Company’s Proxy Statement dated April 28, 2022. |
| 2. | To approve a nonbinding advisory resolution on the Company’s executive compensation program. |
| 3. | To approve a nonbinding advisory vote on the frequency of future nonbinding advisory votes on the Company’s executive compensation program. |
| 4. | To act on a proposal to approve an amendment to the Company’s 2017 Stock Option and Incentive Plan, increasing the number of shares of the Company’s common stock reserved for issuance under such plan from 300,000 shares to 650,000 shares. |
| 5. | To approve a nonbinding advisory vote on whether to amend the Company’s Common Stock Rights Plan extending its expiration date by one year to September 19, 2023. |
| 6. | To ratify the Audit Committee’s selection of Wipfli LLP as the Independent Registered Public Accounting Firm of the Company for the year ending December 31, 2022. |
At the Annual Meeting, there were present in person or by proxy 5,812,905 shares of the Company’s common stock, representing more than 75% 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 dated April 28, 2022: |
| For | Withheld | Broker Non-votes | ||||||||||
| Gloria J. Basse | 3,474,664 | 16,178 | 2,322,063 | |||||||||
| Michael F. Brigham | 3,475,913 | 14,929 | 2,322,063 | |||||||||
| Bobbi Jo Brockmann | 3,471,875 | 18,967 | 2,322,063 | |||||||||
| David S. Cunningham | 3,407,483 | 83,359 | 2,322,063 | |||||||||
| Steven T. Rosgen | 3,475,671 | 15,171 | 2,322,063 | |||||||||
| David S. Tomsche | 3,396,670 | 94,172 | 2,322,063 | |||||||||
| Paul R. Wainman | 3,452,089 | 38,753 | 2,322,063 | |||||||||
On the basis of this vote, each of the seven nominees was elected to a one-year term as a Director of the Company.
| 2. | To approve a nonbinding advisory resolution on the Company’s executive compensation program: |
| For | Against | Abstain | Broker Non-votes | |||||||||||
| 3,168,010 | 34,636 | 288,196 | 2,322,063 | |||||||||||
54% of the shares voting at this meeting in person or by proxy voted in favor. On the basis of this vote, the nonbinding advisory resolution on the Company’s executive compensation program was approved.
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| 3. | To approve a nonbinding advisory vote on the frequency of future nonbinding advisory votes on the Company’s executive compensation program: |
| Every Year | Every Two Years | Every Three Years | Abstain | Broker Non-votes | ||||||||||||||
| 3,252,357 | 15,857 | 23,207 | 199,421 | 2,322,063 | ||||||||||||||
56% of the shares voting at this meeting in person or by proxy voted in favor of every year. On the basis of this vote, the nonbinding advisory vote to approve a nonbinding advisory vote on the Company’s executive compensation program every year received a plurality of the votes and was approved. In light of this vote, the Company intends to include a stockholder vote on the compensation of executives in its proxy materials each year at least until the next nonbinding advisory vote on the frequency of shareholder votes on the compensation of executives.
| 4. | To approve an amendment to the Company’s 2017 Stock Option and Incentive Plan, increasing the number of shares of the Company’s common stock reserved for issuance under such plan from 300,000 shares to 650,000 shares: |
| For | Against | Abstain | Broker Non-votes | |||||||||||
| 3,148,870 | 325,693 | 16,279 | 2,322,063 | |||||||||||
54% of the shares voting at this meeting in person or by proxy voted in favor. On the basis of this vote, the amendment to the Company’s 2017 Stock Option and Incentive Plan, increasing the number of shares of the Company’s common stock reserved for issuance under such plan from 300,000 shares to 650,000 shares, was approved.
| 5. | To approve a nonbinding advisory vote on whether to amend the Company’s Common Stock Rights Plan extending its expiration by one year to September 19, 2023: |
| For | Against | Abstain | Broker Non-votes | |||||||||||
| 2,282,818 | 1,104,369 | 103,655 | 2,322,063 | |||||||||||
39% of the shares voting at this meeting in person or by proxy voted in favor. On the basis of this vote, the nonbinding advisory resolution regarding the Company’s Common Stock Rights Plan was not approved. However, since the approval of Proposal Five 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 Company’s 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% voted in favor, 32% voted against and 3% abstained. On the basis of this vote, the Company’s Board of Directors voted to extend the Common Stock Rights Plan by one year to September 19, 2023.
| 6. | To ratify the Audit Committee’s selection of Wipfli LLP as the Independent Registered Public Accounting Firm of the Company for the year ending December 31, 2022: |
| For | Against | Abstain | Broker Non-votes | |||||||||||
| 5,791,628 | 14,005 | 7,272 | 0 | |||||||||||
99.6% 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 Wipfli LLP as the Independent Registered Public Accounting Firm of the Company for the year ending December 31, 2022 was ratified.
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SIGNATURE
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.
| Dated: June 21, 2022 | IMMUCELL CORPORATION | |
| By: | /s/ Michael F. Brigham | |
| President,
Chief Executive Officer and Principal Financial Officer | ||
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Cover |
Jun. 15, 2022 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K/A |
| Amendment Flag | true |
| Amendment Description | Amendment No. 1 to Form 8-K |
| Document Period End Date | Jun. 15, 2022 |
| Entity File Number | 001-12934 |
| Entity Registrant Name | ImmuCell Corporation |
| Entity Central Index Key | 0000811641 |
| Entity Tax Identification Number | 01-0382980 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 56 Evergreen Drive |
| Entity Address, City or Town | Portland |
| Entity Address, State or Province | ME |
| Entity Address, Postal Zip Code | 04103 |
| City Area Code | 207 |
| Local Phone Number | 878-2770 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $0.10 par value per share |
| Trading Symbol | ICCC |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
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