UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in 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).
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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.
The 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Nocopi Technologies, Inc. (the “Company”) was held on Tuesday, July 12, 2022. As of the close of business on May 13, 2022, the Company had outstanding 67,495,055 shares of common stock, of which 35,927,002 shares were represented at the meeting by proxy and in person; accordingly a quorum was constituted. The matters voted upon and the final results of the voting were as follows:
Proposal 1: Election of Directors
The following person was elected to the Board of Directors to serve until the 2025 Annual Meeting of Stockholders or until his successor has been duly elected or appointed and qualified:
| Name |
Votes For |
Votes Against |
Votes Withheld |
Broker Non-votes |
| Philip B. White | 27,602,348 | 644,846 | 199,734 | 7,480,074 |
Proposal 2: Ratify Morison Cogen LLP as the Company’s Independent Registered Public Accounting Firm
The following votes were cast with respect to Proposal 2. The proposal was approved.
| For | Against | Abstain |
Broker Non-votes |
| 35,881,753 | 41,967 | 3,282 | - |
Proposal 3: Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers
The following votes were cast with respect to Proposal 3. The proposal was approved.
| For | Against | Abstain |
Broker Non-votes |
| 27,714,948 | 527,080 | 204,900 | 7,480,074 |
Proposal 4: Advisory Vote to Select the Frequency of Voting to Approve Executive Compensation
The following votes were cast with respect to Proposal 4. The option of “one year” as the frequency was approved. In light of this vote, the Company will include a stockholder vote on the compensation of executives in its proxy materials every year.
|
Once Every Year |
Once Every 2 Years |
Once Every 3 Years |
Abstain |
Broker Non-votes |
| 26,624,597 | 1,768,951 | 6,580 | 46,800 | 7,480,074 |
Settlement terms terminating solicitation subject to Rule 14a-12(c)
Tim Eriksen and a group of funds he controls, including Cedar Creek Partners, LLC, a Washington limited liability company (“CCP”), and its affiliate, Eriksen Capital Management LLC, a Washington limited liability company (“ECM” and together with CCP and Mr. Eriksen, the “Eriksen Group”) had previously notified the Company that they intended to nominate Tim Eriksen for election as a director at the Annual Meeting, but subsequently withdrew such nomination.
The Eriksen Group filed preliminary proxy materials with the SEC on March 24, 2022, but subsequently withdrew those proxy materials after agreeing to sell all of the Company shares beneficially owned by the Eriksen Group to Michael S. Liebowitz and his affiliates. The Eriksen Group has further entered into a standstill agreement with the Company for a period of five years, pursuant to which it agreed not to acquire greater than 5% of the Company’s outstanding shares at any time and to vote any shares owned in favor of management’s proposals. The Company agreed to reimburse the Eriksen Group $75,000 for its expense incurred in connection with the proxy solicitation.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
SIGNATURES
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.
| NOCOPI TECHNOLOGIES, INC. | ||
| Dated: July 15, 2022 | By: | /s/ Rudolph A. Lutterschmidt |
| Rudolph A. Lutterschmidt | ||
| Vice-President and Chief Financial Officer | ||
Cover |
Jul. 12, 2022 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jul. 12, 2022 |
| Entity File Number | 000-20333 |
| Entity Registrant Name | NOCOPI TECHNOLOGIES, INC. |
| Entity Central Index Key | 0000888981 |
| Entity Tax Identification Number | 87-0406496 |
| Entity Incorporation, State or Country Code | MD |
| Entity Address, Address Line One | 480 Shoemaker Road |
| Entity Address, Address Line Two | Suite 104 |
| Entity Address, City or Town | King of Prussia |
| Entity Address, State or Province | PA |
| Entity Address, Postal Zip Code | 19406 |
| City Area Code | (610) |
| Local Phone Number | 834-9600 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | false |