0001372299 false 0001372299 2021-07-02 2021-07-02 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15 (d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): July 2, 2021

 

 

OCUGEN, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware   001-36751   04-3522315

(State or Other Jurisdiction of

Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

 

263 Great Valley Parkway

Malvern, Pennsylvania 19355

(484) 328-4701

(Addresses, including zip code, and telephone numbers, including area code, of principal executive offices)

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8–K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a–12 under the Exchange Act (17 CFR 240.14a–12)

 

¨ Pre–commencement communications pursuant to Rule 14d–2(b) under the Exchange Act (17 CFR 240.14d–2(b))

 

¨ Pre–commencement communications pursuant to Rule 13e–4(c) under the Exchange Act (17 CFR 240.13e–4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.01 par value per share   OCGN  

The Nasdaq Stock Market LLC

(The Nasdaq Capital Market)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

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

 

On June 11, 2021, Ocugen, Inc. (the “Company”) opened its 2021 Annual Meeting of Stockholders (the “Annual Meeting”) virtually. As there was not a sufficient number of shares represented in person or by proxy to constitute a quorum, the Company adjourned the Annual Meeting to July 2, 2021 at 11:00 a.m. ET. At the reconvened Annual Meeting, a total of 101,256,934 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), or 53.81% of the Common Stock outstanding as of April 19, 2021, the record date for the Annual Meeting, were represented virtually or by proxy.

 

The following is a brief description of the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting on July 2, 2021.

 

(a) Item 1 — Election of Three Class I Directors. The stockholders elected each director nominee to the Board of Directors to serve as a director until the 2024 Annual Meeting of Stockholders or until his respective successor is elected and qualified, as follows:

 

Name For Withheld Broker Non-Votes
Shankar Musunuri, Ph.D., MBA 58,669,949 7,944,159 34,642,826
Ramesh Kumar, Ph.D. 57,808,365 8,805,743 34,642,826
Junge Zhang, Ph.D. 58,673,005 7,941,103 34,642,826

 

(b) Item 2 — Ratification of Independent Registered Public Accountant. The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2021 fiscal year, as follows:

 

Votes For Votes Against Abstentions Broker Non-Votes
95,522,113 3,628,111 2,106,710

 

(c) Item 3 — Approval, on an advisory basis, of the compensation of the Company’s named executive officers. The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as follows:

 

Votes For Votes Against Abstentions Broker Non-Votes
47,559,375 16,714,462 2,340,271 34,642,826

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: July 2, 2021

 

  OCUGEN, INC.
   
  By: /s/ Shankar Musunuri
    Name: Shankar Musunuri
    Title: Chief Executive Officer and Chairman

 

 

Ocugen (NASDAQ:OCGN)
Historical Stock Chart
From Nov 2021 to Dec 2021 Click Here for more Ocugen Charts.
Ocugen (NASDAQ:OCGN)
Historical Stock Chart
From Dec 2020 to Dec 2021 Click Here for more Ocugen Charts.