0001654954-21-007390.txt : 20210629 0001654954-21-007390.hdr.sgml : 20210629 20210629165224 ACCESSION NUMBER: 0001654954-21-007390 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210624 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20210629 DATE AS OF CHANGE: 20210629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN BIO MEDICA CORP CENTRAL INDEX KEY: 0000896747 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 141702188 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28666 FILM NUMBER: 211058899 BUSINESS ADDRESS: STREET 1: 122 SMITH ROAD CITY: KINDERHOOK STATE: NY ZIP: 12106 BUSINESS PHONE: 5187588158 MAIL ADDRESS: STREET 1: 122 SMITH ROAD CITY: KINDERHOOK STATE: NY ZIP: 12106 8-K 1 abmc_8k.htm PRIMARY DOCUMENT abmc_8k
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
 
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): June 24, 2021
 
AMERICAN BIO MEDICAL CORPORATION
(Exact name of registrant as specified in its charter)
  

New York
0-28666
14-1702188
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification Number)
 
 
 
 122 Smith Road, Kinderhook, NY
 12106
 (Address of principal executive offices)
 (Zip Code)
 
Registrant’s telephone number, including area code: 518-758-8158
 
Not applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐    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)
 
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
 Title of each class
 Trading Symbol(s)
 Name of each exchange on which registered
 Common
 ABMC
 OTC
 
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    ☐
 
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
 
At the Annual Meeting of the Shareholders of the Company held on June 24, 2021 (the “Annual Meeting”), at the Company’s corporate offices in Kinderhook, New York, the following matters were voted upon.
 
Total Shares in Attendance:
25,562,751
Total Shares Outstanding (as of April 27, 2021) 40,203,476
Percent of Shares Voted:
63.6%
 
 
PROPOSAL NUMBER 1 – ELECTION OF DIRECTORS
 
Director
 
For
 
 
Percent
 
 
Withheld
 
 
Percent
 
 
Broker Non-Votes
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Peter Jerome
  4,123,947 
  35%
  7,658,978 
  65%
  13,679,826 
Melissa Waterhouse
  3,363,301 
  28.5%
  8,419,624 
  71.5%
  13,679,826 
 
In addition to the shares indicated above, there were 100,000 shares uncast for Proposal Number 1.
 
 
PROPOSAL NUMBER 2 – RATIFICATION OF AUDITORS
 
 
 
Percent
 
 
Against
 
 
Percent
 
 
Abstain
 
 
Percent
 
 
Broker Non-Votes
 
  20,867,317 
  81.6%
  4,692,397 
  18.4%
  3,037 
  0.01%
  0 
 
PROPOSAL NUMBER 3 – APPROVAL OF AN AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED COMMON SHARES FROM 50,000,000 TO 75,000,000 COMMON SHARES
 
 
For
 
 
Percent
 
 
Against
 
 
Percent
 
 
Abstain
 
 
Percent
 
 
Broker Non-Votes
 
  16,503,038 
  64.6%
  8,976,835 
  35.1%
  82,878 
  0.3%
  0 
 
A description of the proposals can be found in the Company’s definitive proxy statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission on May 4, 2021.
 
The nominees for election to the Board of Directors were each elected for a three-year term ending in 2024, or until their successor is elected and duly qualified. In addition to the directors elected at the Annual Meeting, Jean Neff continued her term of office after the Annual Meeting.
 
There were no other matters voted upon or discussed at the Annual Meeting other than the Proposals noted above.
 
 
 
 
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.
 
 
AMERICAN BIO MEDICA CORPORATION (Registrant)
 
 
 
 
 
Date: June 29, 2021
By:  
/s/ Melissa A. Waterhouse  
 
 
 
 Melissa A. Waterhouse
 
 
 
Chief Executive Officer (Principal Executive Officer) Principal Financial Officer