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): May 24, 2022
CHEMBIO DIAGNOSTICS,
INC.
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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:
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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. ☐
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Item
5.07 |
Submission of Matters to a Vote of Security Holders.
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We held our 2022 Annual Meeting of Stockholders on May 24, 2022.
The board of directors solicited proxies pursuant to a proxy
statement that we filed on April 11, 2022 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 three 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 16,286,359, or 53.90% 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:
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Proposal 1. |
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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6,001,479
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1,811,952
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8,472,928
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David W.
Bespalko
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5,992,539
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1,820,892
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8,472,928
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Katherine
L. Davis
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5,809,292
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2,004,139
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8,472,928
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Richard
L. Eberly
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5,944,476
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1,868,955
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8,472,928
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John G.
Potthoff
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5,793,758
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2,019,673
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8,472,928
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Leslie
Teso-Lichtman
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6,292,054
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1,521,377
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8,472,928
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As a result of this vote, each of
the six nominees was elected as a director to serve until the 2023
Annual Meeting of Stockholders and until his or her successor is
duly elected and qualified.
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Proposal 2. |
Stockholders
ratified the appointment of Ernst & Young LLP as independent
auditor for the fiscal year ending December 31, 2022, 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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14,463,390
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1,611,817
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211,152
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—
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Proposal 3. |
Stockholders
approved, on a non-binding advisory basis, the compensation paid to
our executive officers in 2021, as disclosed in the 2022 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 2021 executive compensation
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5,133,676
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2,349,756
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329,997
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8,472,930
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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:
May 26, 2022
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By:
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/s/
Lawrence J. Steenvoorden
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Executive Vice President and Chief Financial Officer
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