IMMUCELL CORPORATION Item 5.07. Submission of Matters to a Vote of Security Holders
The 2021 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
1. To elect to one-year terms as Directors of the Company the nominees listed in
the Company's Proxy Statement dated April 29, 2021 .
2. To approve a nonbinding advisory resolution on the Company's executive
compensation program.
3. To approve a nonbinding advisory vote on the frequency of future nonbinding
advisory votes on the Company's executive compensation program.
4. To ratify the Audit Committee's selection of
Registered Public Accounting Firm of the Company for the year ending December
31, 2021.
At the Annual Meeting, there were present in person or by proxy 5,613,461 shares of the Company's common stock, representing more than 72% 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 29, 2021 :
For Withheld Broker Non-votes
Gloria J. Basse 3,151,408 304,045 2,158,008
Michael F. Brigham 3,148,688 306,765 2,158,008
Bobbi Jo Brockmann 3,148,267 307,186 2,158,008
David S. Cunningham 3,011,799 443,654 2,158,008
Steven T. Rosgen 3,152,609 302,844 2,158,008
David S. Tomsche 3,040,363 415,090 2,158,008
Paul R. Wainman 3,152,608 302,845 2,158,008
On the basis of this vote, each of the seven nominees was 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
3,078,983 45,245 331,225 2,158,008
89% of the shares voting on this item in person or by proxy, and 39.8% 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.
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3. 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
3,182,194 23,538 228,363 21,358 2,158,008
92% of the shares voting on this item in person or by proxy, and 41.1% 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.
4. To ratify the Audit Committee's selection of
Registered Public Accounting Firm of the Company for the year ending December
31, 2021:
For Against Abstain Broker Non-votes
5,543,272 12,684 57,505 0
99% of the shares voting on this item in person or by proxy, and 71.7% of the
Company's outstanding shares, voted in favor. On the basis of this vote, the
Audit Committee's selection of
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