immucell8k.htm
 
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: June 11, 2014
(Date of earliest event reported)
 
ImmuCell Corporation
(Exact name of registrant as specified in its charter)
 
DE
(State or other jurisdiction
of incorporation)
001-12934
(Commission File Number)
01-0382980
(IRS Employer
Identification Number)
 
56 Evergreen Drive
Portland, Maine
(Address of principal executive offices)
  
04103
(Zip Code)
 
207-878-2770
(Registrant's telephone number, including area code)
 
Not Applicable
(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 obligations of the registrant under any of the following provisions:
  o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
Section 5 – Corporate Governance and Management

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

The 2014 Annual Meeting of Stockholders of ImmuCell Corporation (the Company) was held at the Company’s office at 56 Evergreen Drive, Portland, Maine 04103 on Wednesday, June 11, 2014, at 8:00 a.m. Eastern Daylight 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 25, 2014.

 
2.
To approve a nonbinding advisory resolution on the Company’s executive compensation program.

 
3.
To ratify the Audit Committee’s selection of Baker Newman & Noyes LLC as independent auditors of the Company for the year ending December 31, 2014.
 
At the Annual Meeting, there were present in person or by proxy 2,360,258 shares of the Company’s common stock, representing 77.97% 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 25, 2014:
 
 
For
Withheld
Broker Non-Vote
Michael F. Brigham
1,323,422
67,264
969,572
Joseph H. Crabb
1,324,585
66,101
969,572
David S. Cunningham
1,322,622
68,064
969,572
Linda Rhodes
1,283,240
107,446
969,572
Jonathan E. Rothschild
1,320,732
69,954
969,572
David S. Tomsche
1,321,863
68,823
969,572
Paul R. Wainman
1,320,622
70,064
969,572
 
 
2.
To approve a nonbinding advisory resolution on the Company’s executive compensation program:
 
For
Against
Abstain
Broker non-votes
1,192,811
142,969
54,906
969,572
 
 
3.
To ratify the Audit Committee’s selection of Baker Newman & Noyes LLC as independent auditors of the Company for the year ending December 31, 2014:
 
For
Against
Abstain
2,262,799
1,461
95,998
 
 
 
 
 
 
SIGNATURE
 
      Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  IMMUCELL CORPORATION
Dated: June 12, 2014
 
By:
 
/s/ Michael F. Brigham                                             
President, Chief Executive Officer
and Principal Financial Officer