Current Report Filing (8-k)
June 25 2021 - 5:21PM
Edgar (US Regulatory)
false555 WIRELESS BLVD.HAUPPAUGENY000109266200010926622021-06-252021-06-25
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 (Date of earliest event reported): June 25, 2021
CHEMBIO DIAGNOSTICS, INC.
Nevada
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0-30379
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88-0425691
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(State or Other Jurisdiction of Incorporation or Organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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555 Wireless Blvd.
Hauppauge, NY 11788
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (631) 924-1135
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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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CEMI
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The NASDAQ Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of
the Securities Exchange Act of 1934. 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
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Submission of Matters to a Vote of Security Holders.
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We held our 2021 Annual Meeting of Stockholders on June 25, 2021. The board of directors solicited proxies pursuant to a proxy statement that we
filed on May 13, 2021 with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934. There was no solicitation in opposition to the board’s solicitation.
At the meeting, holders of common stock were asked to consider and vote upon the four proposals set forth below. Each share of common stock was
entitled to one vote with respect to each matter submitted to a vote at the meeting. Shares of common stock representing 12,620,504, or 62.34% of the total votes attributable to all outstanding shares of common stock, were present in person or by
proxy at the meeting.
The voting results reported below are final.
The matters considered and voted on by the stockholders at the meeting and the votes of the stockholders were as follows:
Proposal 1.
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Stockholders voted as follows with respect to the election of each of the nominees for director identified in the proxy statement:
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Nominee
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For
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Withhold
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Broker Non-Votes
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David W.K. Acheson
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6,218,403
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418,685
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5,983,416
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David W. Bespalko
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6,183,939
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453,149
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5,983,416
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Katherine L. Davis
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4,210,823
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2,426,265
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5,983,416
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Richard L. Eberly
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5,445,668
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1,191,420
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5,983,416
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John G. Potthoff
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5,276,667
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1,360,421
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5,983,416
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As a result of this vote, each of the five nominees was elected as a director to serve until the 2022 Annual Meeting of Stockholders and until his
or her successor is duly elected and qualified.
Proposal 2.
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Stockholders voted as follows with respect to approval of the amendment to the Chembio Diagnostics, Inc. 2019 Omnibus Incentive Plan:
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For
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Against
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Abstain
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Broker Non-Votes
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Approval of amendment to the 2019 Omnibus Incentive Plan
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4,309,726
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1,621,024
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706,336
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5,983,416
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Proposal 3.
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Stockholders ratified the appointment of Ernst & Young LLP as independent auditor for the fiscal year ending December 31, 2021, by the following vote:
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For
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Against
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Abstain
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Broker Non-Votes
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Ratification of appointment of Ernst & Young LLP
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11,781,592
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359,566
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479,346
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—
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Proposal 4.
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Stockholders approved, on a non-binding advisory basis, the compensation paid to our executive officers in 2020, as disclosed in the 2021 proxy statement, by the following
vote:
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For
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Against
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Abstain
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Broker Non-Votes
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Advisory vote on 2020 executive compensation
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5,618,506
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814,997
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203,585
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5,983,416
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be filed on its behalf by the
undersigned hereunto duly authorized.
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Chembio Diagnostics, Inc.
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Dated: June 25, 2021
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By:
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/s/Neil A. Goldman
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Executive Vice President and Chief Financial Officer
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