OCEA 8-K
Ocean Biomedical, Inc. (OCEA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR §230.405
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Item 5.07 Submission of Matters to a Vote of Security Holders
On March 28, 2025, we held an annual meeting of stockholders (the “Meeting”). The Inspector of Elections determined that there were 59,790,931 represented of the 140,584,743 common shares of the Company at the meeting amounting to 42.530 % of voting shares. At the Meeting, the Company’s stockholders approved the following proposals (with percentages relating to the number of shares voted on each matter):
1. Election of Directors
| For | Against | Abstain | Broker Non-Vote |
(1) Dr. Chirinjeev Kathuria, M.D.
| 28,473,831 | 4,276,790 | 281,736 | 26,758,574 |
(2) Elizabeth Ng, M.D.
| 30,342,761 | 2,414,667 | 274,929 | 26,758,574 |
(3) Jonathan Kurtis, M.D., Ph.D
| 30,625,072 | 2,125,038 | 282,247 | 26,758,574 |
(4) Michael Peterson
| 30,520,515 | 2,210,232 | 301,610 | 26,758,574 |
2. Approval of a. Reverse Split of issued and outstanding shares of common stock approval in a range of 1:2 to 1:250.
| For | Against | Abstain | ||
| 43,708,050 | 15,757,223 | 325,658 |
3. Approval of 2025 Equity Compensation Plan.
| For | Against | Abstain | Broker Non-Vote | |||
| 28,773,654 | 4,136,878 | 121,825 | 26,758,574 |
4. Ratification of Auditors Berkowitz Pollack & Brandt as our independent registered public accounting firm for the year ending December 31, 2025.
| For | Against | Abstain | ||
| 55,487,338 | 3,329,999 | 973,594 |
5. Approve a non-binding advisory vote regarding the compensation paid to our Named Executive Officers (“Say-On-Pay”)
| For | Against | Abstain | Broker Non-Vote | |||
| 29,233,497 | 3,583,347 | 215,513 | 26,758,574 |
6. Approve a non-binding advisory vote regarding the frequency of holding our Say-On-Pay vote.
| Three Years | Two Years | One Year | Abstain | Broker Non-Vote | ||||
| 27,236,885 | 3,242,231 | 1,788,193 | 765,048 | 26,758,574 |
As previously disclosed, at the Meeting, the following directors either determined to not stand for election or resigned: Michelle Berrey (who also resigned as CEO), Jack Elias, Bill Owens, Suren Ajjarapu and Amy Griffith.
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.
Date: April 1, 2025
| OCEAN BIOMEDICAL, INC. | ||
| By: | /s/ Jolie Kahn | |
| Jolie Kahn | ||
| Chief Financial Officer | ||