Ocean Biomedical Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices)
(Zip Code)
Registrant’s
telephone number, including area code:
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:
| The
| ||||
| The
| ||||
| (Title of Each Class) | (Trading Symbol) | (Name of Each Exchange on Which Registered) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR §230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR §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 March 28, 2025, we held an annual meeting of stockholders (the “Meeting”). The Inspector of Elections determined that there were 59,790,931 represented of the 140,584,743 common shares of the Company at the meeting amounting to 42.530 % of voting shares. At the Meeting, the Company’s stockholders approved the following proposals (with percentages relating to the number of shares voted on each matter):
1. Election of Directors
| For | Against | Abstain | Broker Non-Vote |
(1) Dr. Chirinjeev Kathuria, M.D.
| 28,473,831 | 4,276,790 | 281,736 | 26,758,574 |
(2) Elizabeth Ng, M.D.
| 30,342,761 | 2,414,667 | 274,929 | 26,758,574 |
(3) Jonathan Kurtis, M.D., Ph.D
| 30,625,072 | 2,125,038 | 282,247 | 26,758,574 |
(4) Michael Peterson
| 30,520,515 | 2,210,232 | 301,610 | 26,758,574 |
2. Approval of a. Reverse Split of issued and outstanding shares of common stock approval in a range of 1:2 to 1:250.
| For | Against | Abstain | ||
| 43,708,050 | 15,757,223 | 325,658 |
3. Approval of 2025 Equity Compensation Plan.
| For | Against | Abstain | Broker Non-Vote | |||
| 28,773,654 | 4,136,878 | 121,825 | 26,758,574 |
4. Ratification of Auditors Berkowitz Pollack & Brandt as our independent registered public accounting firm for the year ending December 31, 2025.
| For | Against | Abstain | ||
| 55,487,338 | 3,329,999 | 973,594 |
5. Approve a non-binding advisory vote regarding the compensation paid to our Named Executive Officers (“Say-On-Pay”)
| For | Against | Abstain | Broker Non-Vote | |||
| 29,233,497 | 3,583,347 | 215,513 | 26,758,574 |
6. Approve a non-binding advisory vote regarding the frequency of holding our Say-On-Pay vote.
| Three Years | Two Years | One Year | Abstain | Broker Non-Vote | ||||
| 27,236,885 | 3,242,231 | 1,788,193 | 765,048 | 26,758,574 |
As previously disclosed, at the Meeting, the following directors either determined to not stand for election or resigned: Michelle Berrey (who also resigned as CEO), Jack Elias, Bill Owens, Suren Ajjarapu and Amy Griffith.
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.
Date: April 1, 2025
| OCEAN BIOMEDICAL, INC. | ||
| By: | /s/ Jolie Kahn | |
| Jolie Kahn | ||
| Chief Financial Officer | ||