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

GRAPHIC

CHEMBIO DIAGNOSTICS, INC.

Nevada
0-30379
88-0425691
(State or Other Jurisdiction of Incorporation or Organization)
(Commission File Number)
(I.R.S. Employer Identification No.)

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:

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:

Title of each class
 
Trading Symbol
 
Name of each exchange on which registered
Common Stock, $0.01 par value
 
CEMI
 
The NASDAQ Stock Market LLC

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
Submission of Matters to a Vote of Security Holders.

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.
Stockholders voted as follows with respect to the election of each of the nominees for director identified in the proxy statement:

Nominee
For
Withhold
Broker Non-Votes
David W.K. Acheson
6,218,403
418,685
5,983,416
David W. Bespalko
6,183,939
453,149
5,983,416
Katherine L. Davis
4,210,823
2,426,265
5,983,416
Richard L. Eberly
5,445,668
1,191,420
5,983,416
John G. Potthoff
5,276,667
1,360,421
5,983,416

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.
Stockholders voted as follows with respect to approval of the amendment to the Chembio Diagnostics, Inc. 2019 Omnibus Incentive Plan:

 
For
Against
Abstain
Broker Non-Votes
Approval of amendment to the 2019 Omnibus Incentive Plan
4,309,726
1,621,024
706,336
5,983,416

Proposal 3.
Stockholders ratified the appointment of Ernst & Young LLP as independent auditor for the fiscal year ending December 31, 2021, by the following vote:

 
For
Against
Abstain
Broker Non-Votes
Ratification of appointment of Ernst & Young LLP
11,781,592
359,566
479,346

Proposal 4.
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:

 
For
Against
Abstain
Broker Non-Votes
Advisory vote on 2020 executive compensation
5,618,506
814,997
203,585
5,983,416


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.

 
Chembio Diagnostics, Inc.
   
Dated: June 25, 2021
By:
/s/Neil A. Goldman
   
Executive Vice President and Chief Financial Officer



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