ImmuCell Corporation (NASDAQ:ICCC) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03 Amendment to Certificate of Incorporation
On June 18, 2018, 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 11,000,000 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 2018 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 14, 2018, 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 April 30, 2018. |
| 2. | To approve a nonbinding advisory resolution on the Company’s executive compensation program. |
| 3. | To approve an amendment to the Company’s Certificate of Incorporation. |
| 4. | To ratify the Audit Committee’s selection of RSM US LLP as the Independent Registered Public Accounting Firm of the Company for the year ending December 31, 2018. |
At the Annual Meeting, there were present in person or by proxy 5,008,295.8 shares of the Company’s common stock, representing 91.4% 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 April 30, 2018: |
| For | Withheld | Brokernon-votes | |
| Michael F. Brigham | 2,701,804.8 | 180,520 | 2,125,971 |
| Bobbi Jo Brockmann | 2,701,472.8 | 180,852 | 2,125,971 |
| David S. Cunningham | 2,703,083.8 | 179,241 | 2,125,971 |
| Steven T. Rosgen | 2,870,091.8 | 12,233 | 2,125,971 |
| Jonathan E. Rothschild | 2,683,464.8 | 198,860 | 2,125,971 |
| David S. Tomsche | 2,501,175.8 | 381,149 | 2,125,971 |
| Paul R. Wainman | 2,703,664.8 | 178,660 | 2,125,971 |
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 |
| 2,844,484 | 28,491 | 9,349.8 | 2,125,971 |
98.7% 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 plan was approved.
| 3. | To approve an amendment to the Company’s Certificate of Incorporation increasing the Company’s authorized common stock to 11,000,000 shares: |
| For | Against | Abstain |
| 4,428,926.8 | 558,794 | 20,575 |
88.4% of the shares voting on this item, and 80.8% of the Company’s outstanding shares, voted in favor. On the basis of this vote, the amendment to the Company’s Certification of Incorporation was approved.
| 4. | To ratify the Audit Committee’s selection of RSM US LLP as the Independent Registered Public Accounting Firm of the Company for the year ending December 31, 2018: |
| For | Against | Abstain |
| 4,995,713.8 | 2,645 | 9,937 |
99.7% of the shares voting on this item voted in favor. On the basis of this vote, the Audit Committee’s selection of RSM US LLP as the Independent Registered Accounting Firm of the Company for the year ending December 31, 2018 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 the State of Delaware on June 18, 2018.
IMMUCELL CORP /DE/ ExhibitEX-3.1 2 f8k061418ex3-1_immucellcorp.htm CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF IMMUCELL CORPORATION,…To view the full exhibit click here
About ImmuCell Corporation (NASDAQ:ICCC)
ImmuCell Corporation is an animal health company. The Company operates in the development, acquisition, manufacture and sale of products that improve the health and productivity of cows for the dairy and beef industries segment. The Company has developed products that provide immediate immunity to newborn dairy and beef cattle, and is developing product line extensions of its existing products that address mastitis. The Company’s lead product, First Defense, is manufactured from cows’ colostrum utilizing its vaccine and milk protein purification technologies. Its Wipe Out Dairy Wipes are made from a non-woven fabric that allows for a vigorous cleaning. It also developed California Mastitis Test (CMT), which is used for bulk tank, as well as individual cow sample monitoring and is used to determine which quarter of the udder is mastitic. Its product development initiative is Mast Out, a Nisin-based intramammary treatment of subclinical mastitis in lactating dairy cows.
