Biomerica Inc 8-K/A, filed Dec 29, 2022
Biomerica Inc (BMRA)
About this 8-K/A
Biomerica Inc filed this 8-K/A on December 29, 2022, reporting on events of December 7, 2022.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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EXPLANATORY NOTE
This Amendment amends and restates the Original 8-K in its entirety in order to reflect the fact that Proposal 5 was not approved, based on the Company’s application of the correct voting standard.
Item 5.07 Submission of Matters to a Vote of Security Holders.
As of October 14, 2022, the record date for the 2022 Annual Meeting, the Company had 13,474,338 shares of its common stock outstanding and entitled to vote, of which 7,126,662 shares of the Company’s common stock were present in person or represented by proxy and entitled to vote at the 2022 Annual Meeting. 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 2022 Annual Meeting.
Proposal No. 1: The Company’s stockholders elected each of the five nominees named below to serve on the Company’s Board of Directors until the next annual meeting of stockholders of the Company and until his or her successor has been elected and qualified or until his or her earlier resignation, death or removal.
|
Nominee |
Votes For |
Votes Withheld |
Broker Non-votes |
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Zackary Irani |
4,584,648 |
66,779 |
2,475,235 |
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Allen Barbieri |
4,571,211 |
80,216 |
2,475,235 |
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Catherine Coste |
3,977,463 |
673,964 |
2,475,235 |
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Jane Emerson, M.D., Ph.D. |
3,041,002 |
1,610,425 |
2,475,235 |
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David Moatazedi |
4,620,764 |
30,663 |
2,475,235 |
Proposal No. 2: The Company’s stockholders ratified the advisory vote on the named executive officers’ compensation.
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
| 4,570,514 | 44,365 | 36,548 | 2,475,235 |
Proposal No. 3: A majority of the Company’s stockholders voted on the option of every one year as the frequency of future advisory votes on executive compensation.
| Every one year | Every two years | Every three years | Abstain | Broker Non-Votes |
| 3,466,478 | 1,079,888 | 10,821 | 94,240 | 2,623,322 |
Proposal No. 4: The Company’s stockholders ratified the appointment of Haskell & White LLP as the Company’s independent public accounting firm for the fiscal year ending May 31, 2023.
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
| 7,047,314 | 70,909 | 8,439 | -- |
Proposal No. 5: The Company’s stockholders did not ratify and approve the Company’s 2022 Stock Incentive Plan.
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
| 2,395,243 | 2,227,813 | 28,371 | 2,475,235 |
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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.
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| BIOMERICA, INC. | ||
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| Date: December 29, 2022 | By: | /s/ Zackary S. Irani | |
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Zackary S. Irani | |
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