IMMUCELL CORP /DE/ 8-K

What Happened
ImmuCell Corporation (ICCC) held its 2026 Annual Meeting by remote communication on June 11, 2026 and reported the voting results in an 8-K filed June 17, 2026. A total of 7,397,695 shares were represented (over 81% of outstanding eligible votes). All seven board nominees were elected to one-year terms: Gloria J. Basse; P. Olivier te Boekhorst; Anthony A. Dimarco; Gilles Guillemette; David S. Tomsche; Kathy V. Turner; and Paul R. Wainman. Shareholders also voted on executive compensation, the company’s 2025 Stock Option and Incentive Plan, an amendment to the Certificate of Incorporation regarding officer exculpation, and ratification of the independent auditor.

Key Details

• Shares represented: 7,397,695 (more than 81% of outstanding eligible votes). Broker non-votes: 2,209,901.
• Director elections: each nominee elected; vote examples — Gloria J. Basse: 5,177,979 For / 9,815 Withheld; P. Olivier te Boekhorst: 5,180,197 For / 7,597 Withheld.
• Advisory “say-on-pay”: 4,793,553 For, 29,155 Against, 365,086 Abstain — 92.4% of shares voting were in favor.
• 2025 Stock Option and Incentive Plan: 4,689,407 For, 18,453 Against, 479,934 Abstain — 90.39% of shares voting were in favor.
• Certificate of Incorporation amendment (officer exculpation): 4,851,019 For, 325,531 Against, 11,244 Abstain — votes in favor represented 53.62% of total shares outstanding.
• Auditor ratification: Wipfli LLP ratified as independent registered public accounting firm with 7,344,196 For, 14,645 Against, 38,854 Abstain — 99.28% of shares voting were in favor.

Why It Matters
These results confirm board continuity and strong shareholder support for ImmuCell’s executive compensation and incentive plan, which can affect executive pay practices and future equity grants. Approval of the Certificate of Incorporation amendment introduces Delaware-law-based exculpation for officers (a governance/ liability matter) and was approved by a majority of outstanding shares. Ratification of Wipfli LLP as auditor ensures continuity of the company’s independent accounting oversight. Investors should note the vote totals and broker non-votes when assessing shareholder alignment on governance and compensation issues.