Biomerica Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07 Submission of Matters to a Vote of Security Holders.
Biomerica, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) on December 13, 2024, at its corporate headquarters in Irvine, California. As of October 16, 2024, the record date for the 2024 Annual Meeting, the Company had 16,821,646 shares of common stock outstanding and entitled to vote, of which 10,287,675 shares of common stock were present in person or represented by proxy and entitled to vote at the 2024 Annual Meeting. 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 2024 Annual Meeting.
Proposal No. 1: The Company’s stockholders elected each of the five nominees named below to serve on the Company’s Board of Directors (the “Board”) until the next annual meeting of stockholders of the Company and until his or her successor has been elected and qualified or until his or her earlier resignation, death or removal.
| Nominee | Votes For | Votes Withheld | Broker Non-votes | |||||||||
| Zackary Irani | 4,784,611 | 169,339 | 5,524,703 | |||||||||
| Allen Barbieri | 4,757,823 | 196,127 | 5,524,703 | |||||||||
| Jane Emerson, M.D., Ph.D. | 4,611,714 | 342,236 | 5,524,703 | |||||||||
| Catherine Coste | 4,779,659 | 174,291 | 5,524,703 | |||||||||
| David Moatazedi | 4,772,930 | 181,020 | 5,524,703 | |||||||||
Proposal No. 2: The Company’s stockholders approved, on a non-binding advisory basis, the compensation paid to our named executive officers.
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | |||||||||||
| 4,613,080 | 275,661 | 65,209 | 5,524,703 | |||||||||||
Proposal No. 3: The Company’s stockholders ratified the selection of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2025.
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | |||||||||||
| 10,287,675 | 94,547 | 96,431 | — | |||||||||||
Proposal No. 4: The Company’s stockholders approved the 2024 Stock Incentive Plan.
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | |||||||||||
| 4,186,308 | 730,217 | 37,425 | 5,524,703 | |||||||||||
Proposal No. 5: The Company’s stockholders approved the amendment to the Company’s First Amended and Restated Certificate of Incorporation to authorize the Board, at their discretion, to effect a reverse stock split of the Company’s common stock.
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | |||||||||||
| 9,789,531 | 558,553 | 130,569 | — | |||||||||||
Proposal No. 6: The Company’s stockholders approved the amendment to the Company’s First Amended and Restated Certificate of Incorporation to authorize the Board, at their discretion, to effect an increase in the number of authorized shares of the Company’s common stock.
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | |||||||||||
| 9,619,013 | 770,675 | 88,965 | — | |||||||||||
Proposal No. 7: The Company’s stockholders approved an adjournment of the Annual Meeting, if necessary or appropriate, including to establish a quorum.
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | |||||||||||
| 9,905,692 | 360,840 | 212,121 | — | |||||||||||
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.
| BIOMERICA, INC. | ||
| Date: December 17, 2024 | By: | /s/ Zackary S. Irani |
| Zackary S. Irani | ||
| Chief Executive Officer | ||