Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 6, 2020 the board of directors (the "Board") of Akers Biosciences, Inc. (the "Company") appointed Howard R. Yeaton as interim Chief Financial Officer of the Company. In connection with his appointment as interim Chief Financial Officer of the Company, the Company and Mr. Yeaton entered into an offer of employment, dated January 6, 2020 (the "Employment Agreement") for a period of ninety days.

The Employment Agreement provides for the following compensation for Mr. Yeaton: (i) twenty-five thousand dollars ($25,000) per month in base salary, (ii) Mr. Yeaton will be afforded other Company employee benefits including, health insurance, dental insurance, basic life and accidental death and dismemberment insurance, long and short term disability insurance and participation in the Company's 401(k) Plan, and (iii) will be reimbursed for reasonable and necessary travel and business expenses including the expenses of travel and hotel stays in or near Thorofare, New Jersey.

The Company may terminate the Employment Agreement for any reason or no reason, and Mr. Yeaton may voluntarily resign for any reason or no reason with thirty (30) days notice.

The foregoing description of the Employment Agreement is a summary and is qualified in its entirety by reference to the Employment Agreement, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws.

On January 3, 2020, the Company filed the Charter Amendment with the Secretary of State of the State of New Jersey to increase the number of authorized shares of the Company's common stock from 2,064,167 to 100,000,000 shares, which Charter Amendment was effective immediately upon acceptance by the Secretary of State of the State of New Jersey. As further disclosed in item 5.07 below, the Charter Amendment was approved by stockholders at the Company's annual meeting of stockholders held December 30, 2019.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On December 30, 2019, the Company completed its 2019 annual meeting of stockholders (the "Annual Meeting"). The number of shares of stock entitled to vote at the Annual Meeting was 12,520,208 shares of common stock (the "Voting Stock"). The number of shares of Voting Stock present or represented by valid proxy at the Annual Meeting was 6,958,402 shares. Greater than 33.34% of the shares of common stock outstanding and entitled to vote at the Annual Meeting were present in person or by proxy, thereby constituting a quorum. At the Annual Meeting, the Company's stockholders (i) elected Messrs. Joshua Silverman, Bill J. White, Christopher C. Schreiber and Robert C. Schroeder as directors, (ii) ratified the appointment of Morison Cogen LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2019 and (iii) approved the amendment to the Company's Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of the Company's common stock from 2,064,167 to 100,000,000.

The following is a tabulation of the voting on the proposals presented at the Annual Meeting:

Proposal No. 1 - Election of directors

Messrs. Joshua Silverman, Bill J. White, Christopher C. Schreiber and Robert C. Schroeder were elected as directors to serve for a one-year term that expires at the 2020 annual meeting of stockholders or until their successors are elected and qualified or until their earlier death, incapacity, removal or resignation. The voting results were as follows:





        Nominee             Shares Voted For       Shares Withheld       Broker Non-Vote
    Joshua Silverman             1,057,316              599,249              5,301,837
     Bill J. White               1,155,029              501,511              5,301,862
Christopher C. Schreiber         1,169,394              487,146              5,301,862
  Robert C. Schroeder            1,221,359              435,181              5,301,862

Proposal No. 2 - Ratification of the appointment of independent registered public accounting firm

The appointment of Morison Cogen LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2019 was ratified. The voting results were as follows:





 Shares Voted For       Shares Voted Against       Shares Abstaining       Broker Non-Vote
      5,926,441                 812,273                   219,688                     0

Proposal No. 3 - Approval of amendment to increase the number of authorized shares of the Company's common stock

The amendment to the Company's Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of the Company's common stock from 2,064,167 to 100,000,000 was approved. The voting results were as follows:





 Shares Voted For      Shares Voted Against       Shares Abstaining       Broker Non-Vote
      3,875,847               2,891,728                  94,866                 95,961

On the basis of the above votes, (i) Joshua Silverman, Bill J. White, Christopher C. Schreiber and Robert C. Schroeder were elected as members of the Board; (ii) the proposal to ratify Morison Cogen LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2019 was ratified and (iii) the amendment to the Company's Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of the Company's common stock from 2,064,167 to 100,000,000 was approved.





(d) Exhibits.



Exhibit No.   Description

3.1             Certificate of Amendment to the Amended and Restated Certificate
              of Incorporation.

10.1            Offer of Employment, dated January 6, 2020

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