Item 5.07 - Submission of Matters to a Vote of Security Holders.
On June 9, 2021, OpGen, Inc. (the "Company") held its annual meeting of
stockholders (the "Annual Meeting"). The Annual Meeting was adjourned to July 7,
2021, solely with respect to the voting on Proposal 2 relating to the approval
of an amendment to the Company's Amended and Restated Certificate of
Incorporation, as amended, to increase the authorized number of shares of
capital stock from 60,000,000 to 110,000,000 shares and authorized number of
shares of common stock from 50,000,000 to 100,000,000 shares ("Proposal 2").
At the Annual Meeting, the total number of shares represented in person or by
proxy was 16,493,679 of the 38,266,482 shares of common stock outstanding and
entitled to vote at the Annual Meeting as of the record date, April 15, 2021.
The following matters were voted upon at the Annual Meeting:
1. Proposal 1 - Election of Directors. The election of the following named
persons to serve as directors of the Company until the 2022 Annual Meeting of
Stockholders or until their successors are elected and qualified. The votes cast
were as follows:
Nominee For Withheld Non-Vote
William E. Rhodes, III 6,935,902 1,826,245 7,731,532
Mario Crovetto 6,926,709 1,835,438 7,731,532
R. Donald Elsey 6,930,788 1,831,359 7,731,532
Prabhavathi Fernandes, Ph.D. 6,964,100 1,798,047 7,731,532
Oliver Schacht, Ph.D. 6,968,569 1,793,578 7,731,532
2. Proposal 3 - Ratification of Appointment of Independent Accounting Firm.
The ratification of the appointment of CohnReznick, LLP as the Company's
independent registered public accounting firm for the fiscal year ending
December 31, 2021. The votes cast were as follows:
15,355,710 votes FOR the proposal
599,529 votes AGAINST the proposal
538,438 votes ABSTAIN
2 votes Broker Non-Votes
3. Proposal 4 - Say on Pay. The advisory vote to approve the compensation paid
to the Company's named executive officers for 2020. The votes cast were as
6,675,525 votes FOR the proposal
1,674,971 votes AGAINST the proposal
411,651 votes ABSTAIN
7,731,532 votes Broker Non-Votes
4. Proposal 5 - Frequency of Say on Pay. The advisory vote regarding the
frequency of submission of future say on pay votes to the stockholders. The
votes cast were as follows:
2,374,327 votes Every ONE year
5,057,697 votes Every TWO years
438,759 votes Every THREE years
891,362 votes ABSTAIN
7,731,534 votes Broker Non-Votes
Based on the results of this vote, and consistent with the Board of Directors'
recommendation, the Company intends to include an advisory stockholder vote to
approve the compensation paid to its named executive officers every two years
until the next required vote on the frequency of stockholder votes on the
compensation of named executive officers. The Company is required to hold a vote
on frequency every six years.
5. Proposal 6 - Adjournment. The approval of an adjournment of the Annual
Meeting to a later date, if necessary or appropriate, to permit further
solicitation and vote of proxies in the event that there are insufficient votes
for, or otherwise in connection with, Proposal 2. The votes cast were as
13,234,926 votes FOR the proposal
2,842,595 votes AGAINST the proposal
416,155 votes ABSTAIN
3 votes Broker Non-Votes
Adjournment with Respect to Proposal 2
The Annual Meeting was adjourned to July 7, 2021, solely with respect to
Proposal 2 in order to provide additional time for stockholders to consider and
vote on such proposal. The Annual Meeting will reconvene at 10:00 a.m. Eastern
Time on July 7, 2021, at the offices of the Company located at 9717 Key West
Ave, Suite 100, Rockville, MD 20850. As part of precautions regarding the
coronavirus (or COVID-19) pandemic, the Company is planning for the possibility
of the need to change the location of the Annual Meeting or to hold the Annual
Meeting solely by means of remote communication. If such step is taken, the
Company will announce the decision in advance and details on how to participate
will be available on the Company's website at https://ir.opgen.com/.
Item 8.01 - Other Events.
On June 9, 2021, the Company issued a press release announcing the results of
the Annual Meeting and the adjournment of the Annual Meeting solely with respect
to Proposal 2. A copy of such press release is attached to this Current Report
on Form 8-K as Exhibit 99.1.
Item 9.01 - Financial Statements and Exhibits.
The following exhibits are filed herewith:
99.1 Press release, dated June 9, 2021.
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