Amended Current Report Filing (8-k/a)
June 24 2019 - 1:46PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
(Amendment No. 1)
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 3, 2019
OCEAN BIO-CHEM, INC
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(Exact name of registrant as specified in charter)
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Florida
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0-11102
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59-1564329
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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4041 S.W. 47 Avenue, Fort Lauderdale, Florida
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33314
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(Address of principal executive offices)
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(Zip Code)
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(954) 587-6280
(Registrant’s telephone number, including
area code)
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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☐
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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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OBCI
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The NASDAQ Stock Market
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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 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
EXPLANATORY NOTE
This Amendment No. 1 on Form 8-K/A amends the Current Report on
Form 8-K filed by Ocean Bio-Chem, Inc. (the “Company”) on June 6, 2019 to add information regarding the Board of Directors’
determination as to the frequency of inclusion, in the Company’s proxy materials, of a shareholder advisory vote on the compensation
of the Company’s named executive officers. In all other respects, the text is unchanged.
Item 5.07 Submission of Matters to a Vote of Security Holders
Ocean Bio-Chem, Inc. (the “Company”) held its
Annual Meeting of Stockholders on June 3, 2019. The proposals submitted by the Board of Directors to a vote of the shareholders,
and the results of the voting on each proposal, are noted below.
Proposal No. 1 — Election of Directors.
The following nominees were elected by the shareholders
to serve on the Company’s Board of Directors until the next annual meeting of shareholders or until their respective successors
have been duly elected and qualified:
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Nominees
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For
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Withhold
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Broker
Non-Votes
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Jeffrey S. Barocas
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6,185,624
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249,181
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2,413,351
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Diana M. Conard
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6,337,246
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97,559
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2,413,351
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Gregor M. Dornau
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6,191,024
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243,781
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2,413,351
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Peter G. Dornau
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6,191,024
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243,781
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2,413,351
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William W. Dudman
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6,191,024
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243,781
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2,413,351
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James M. Kolisch
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6,191,024
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243,781
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2,413,351
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Kimberly A. Krause
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6,337,246
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97,559
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2,413,351
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John B. Turner
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6,339,496
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95,309
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2,413,351
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Proposal No. 2 — Ratification of the Appointment of
Independent Registered Public Accounting Firm.
The shareholders ratified the appointment of Accell Audit
& Compliance, PA as the Company's independent registered public accounting firm for 2019. The voting results were as follows:
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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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8,843,234
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1,684
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3,238
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----
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Proposal No. 3 — Advisory Vote on the Compensation
of our Named Executive Officers;
The shareholders approved, on an advisory basis, the compensation
of our named executive officers. The voting results were as follows.
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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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6,420,691
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13,625
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489
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2,413,351
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Proposal No. 4 — The shareholders approved, on an advisory
basis, the frequency of the advisory vote on compensation of our named executive officers. The voting results were as follows.
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1 Year
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6,299,623
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2 Years
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4,959
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3 Years
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117,626
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Abstain
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12,597
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Non votes
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2,413,351
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In light of this vote and other factors, our Board of Directors
determined, on June 21, 2019, that the Company will continue to hold a shareholder advisory vote on the compensation of the Company’s
named executive officers every year until the next required advisory vote on the frequency of shareholder votes on the compensation
of named executive officers, which, under Securities and Exchange Commission regulations, must occur no later than the Company’s
2025 annual meeting of shareholders.
SIGNATURES
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 thereunto duly authorized.
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OCEAN BIO-CHEM, INC.
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Date: June 21, 2019
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By:
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/s/ Jeffrey S. Barocas
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Jeffrey S. Barocas
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Chief Financial Officer
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