Immucell Corp 8-K, filed Jun 11, 2020
Immucell Corp (ICCC)
About this 8-K
Immucell Corp filed this 8-K on June 11, 2020, reporting on events of June 10, 2020.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
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 10, 2020
(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 | (Commission File | (IRS Employer | ||
| of incorporation) | Number) | 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)
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 of 1933 |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act or Rule 12b-2 of the Exchange Act.
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 5.03. Amendments to Articles of Incorporation or Bylaws, Change in Fiscal Year
On June 11, 2020, the Company filed an amendment to its Certificate of Incorporation with the State of Delaware reflecting an increase in the Company’s authorized common stock to 15,000,000 shares. The Amendment to the Certificate of Incorporation is filed herewith as Exhibit 3.1.
Item 5.07. Submission of Matters to a Vote of Security Holders
The 2020 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 10, 2020, at 3:00 p.m. Eastern Time, for the following
purposes:
- To elect to one-year terms as Directors of the Company the nominees listed in the Company’s Proxy Statement dated April 28, 2020.
- To approve a nonbinding advisory resolution on the Company’s executive compensation program.
- To approve a nonbinding advisory vote on the frequency of future nonbinding advisory votes on the Company’s executive compensation program.
- To approve an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock from 11,000,000 to 15,000,000.
- 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, 2020.
At the Annual Meeting, there were present in person or by proxy 5,821,384.8 shares of the Company’s common stock, representing more than 80% of the total outstanding eligible votes. The final voting results for each proposal are as follows:
- To elect to one-year terms as Directors of the Company the nominees listed in the Company’s Proxy Statement dated April 28, 2020:
| For | Withheld | Broker Non-votes | |
| Gloria J. Basse | 3,065,696.8 | 53,139.8 | 2,702,548.2 |
| Michael F. Brigham | 2,822,203.8 | 296,632.8 | 2,702,548.2 |
| Bobbi Jo Brockmann | 2,852,304.8 | 266,531.8 | 2,702,548.2 |
| David S. Cunningham | 2,812,560.8 | 306,275.8 | 2,702,548.2 |
| Steven T. Rosgen | 2,841,603.8 | 277,232.8 | 2,702,548.2 |
| Jonathan E. Rothschild | 2,799,763.8 | 319,072.8 | 2,702,548.2 |
| David S. Tomsche | 2,819,608.8 | 299,227.8 | 2,702,548.2 |
| Paul R. Wainman | 2,816,904.8 | 301,931.8 | 2,702,548.2 |
On the basis of this vote, each of the eight nominees was elected to one-year terms as Directors of the Company.
- To approve a nonbinding advisory resolution on the Company’s executive compensation program:
| For | Against | Abstain | Broker Non-votes |
| 2,962,108.6 | 105,665 | 51,063 | 2,702,548.2 |
95% of the shares voting on this item, and 41.1% of the Company’s outstanding shares, voted in favor. On the basis of this vote, the nonbinding advisory resolution on the Company’s executive compensation program was approved.
- 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 |
| 2,900,807.6 | 49,310 | 162,218 | 6,501 | 2,702,548.2 |
93% of the shares voting on this item, and 40.2% of the Company’s outstanding shares, 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.
- To approve an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock from 11,000,000 to 15,000,000:
| For | Against | Abstain | Broker Non-votes |
| 4,379,402.8 | 1,424,868 | 17,114 | 0 |
75.2% of the shares voting on this item, and 60.7% of the Company’s outstanding shares, voted in favor. On the basis of this vote, the amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock from 11,000,000 to 15,000,000 was approved.
- 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, 2020:
| For | Against | Abstain | Broker Non-votes |
| 5,794,780.8 | 11,076 | 15,528 | 0 |
99.5% of the shares voting on this item, and 80.3% 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, 2020 was ratified.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit 3.1 | Certificate of Amendment of Certificate of Incorporation of ImmuCell Corporation filed with the Secretary of State of the State of Delaware on June 11, 2020. |
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.
| IMMUCELL CORPORATION | ||
| Date: June 11, 2020 | By: | /s/ Michael F. Brigham |
| President, Chief Executive Officer and Principal Financial Officer | ||
Exhibit Index
| Exhibit No. | Description of Exhibit | |
3.1
|
Certificate of Amendment of Certificate of Incorporation of ImmuCell Corporation, filed with the Secretary of State of the State of Delaware on June 11, 2020 |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
IMMUCELL CORPORATION
IMMUCELL CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
FIRST: That resolutions of the Board of Directors of ImmuCell Corporation were duly adopted setting forth a proposed amendment to the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and directing that said amendment be considered at the next annual meeting of the stockholders of said corporation. The resolution setting forth the proposed amendment is as follows:
RESOLVED: That a proposal to increase the number of authorized shares of the Company’s common stock from 11,000,000 to 15,000,000 be recommended for approval by vote of stockholders in the Proxy Statement for the 2020 Annual Meeting of Stockholders.
SECOND: That thereafter, an annual meeting of the stockholders of said corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by statute were voted in favor of aforesaid amendment.
THIRD: That said amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, ImmuCell Corporation has caused this Certificate to be signed by Michael F. Brigham, its President and Secretary, this 11th day of June, 2020.
| IMMUCELL CORPORATION | ||
| By: | ||
| Michael F. Brigham | ||
| President and Secretary | ||