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: June 13, 2019
(Date of earliest event reported)
ImmuCell Corporation
(Exact name of registrant as specified in its charter)
| DE | | 001-12934 | | 01-0382980 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification Number) |
56 Evergreen Drive Portland, Maine | | 04103 |
| (Address of principal executive offices) | | (Zip Code) |
207-878-2770
(Registrant's telephone number, including area code)
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 obligations of the registrant under any of the following provisions:
☐ 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))
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. ☐
Securities registered pursuant to Section 12(b) of the Act: None
Item 5.07. Submission of Matters to a Vote of Security Holders
The 2019 Annual Meeting of Stockholders of ImmuCell Corporation (the Company) was held at the Company’s office at 56 Evergreen Drive, Portland, Maine 04103 on Thursday, June 13, 2019, 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 May 1, 2019. |
| 2. | To approve a nonbinding advisory resolution on the Company’s executive compensation program. |
| 3. | 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, 2019. |
| 4. | To approve a nonbinding advisory vote on the frequency of future nonbinding advisory votes on the Company’s executive compensation program. |
At the Annual Meeting, there were present in person or by proxy 6,306,425 shares of the Company’s common stock, representing 87.5% 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 May 1, 2019: |
| | | For | | | Withheld | | | Broker Non-votes | |
| Michael F. Brigham | | | 3,825,629 | | | | 194,208 | | | | 2,286,588 | |
| Bobbi Jo Brockmann | | | 3,657,452 | | | | 362,385 | | | | 2,286,588 | |
| David S. Cunningham | | | 3,858,533 | | | | 161,304 | | | | 2,286,588 | |
| Steven T. Rosgen | | | 3,864,064 | | | | 155,773 | | | | 2,286,588 | |
| Jonathan E. Rothschild | | | 3,834,169 | | | | 185,668 | | | | 2,286,588 | |
| David S. Tomsche | | | 3,656,864 | | | | 362,973 | | | | 2,286,588 | |
| Paul R. Wainman | | | 3,825,629 | | | | 194,208 | | | | 2,286,588 | |
On the basis of this vote, each of the seven nominees were elected to one-year terms as Directors of the Company.
| 2. | To approve a nonbinding advisory resolution on the Company’s executive compensation program: |
| For | | Against | | Abstain | | Broker Non-votes |
| 3,639,589 | | 73,843 | | 306,405 | | 2,286,588 |
90.5% of the shares voting on this item voted in favor. On the basis of this vote, the nonbinding advisory resolution on the Company’s executive compensation program was approved.
| 3. | 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, 2019: |
| For | | Against | | Abstain |
| 6,288,713 | | 1,920 | | 15,792 |
99.7% of the shares voting on this item, and 87.2% of the Company’s outstanding shares, 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, 2019 was ratified.
| 4. | 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 |
| 3,135,658 | | 15,990 | | 523,582 | | 35,392 | | 2,595,803 |
84.5% of the shares voting on this item 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 execution compensation program every year 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 required vote on the frequency of shareholder votes on the compensation of executives.
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 18, 2019 | IMMUCELL CORPORATION |
| | | |
| | By: | /s/ Michael F. Brigham |
| | | President, Chief Executive Officer and Principal Financial Officer |
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