ImmuCell (NASDAQ: ICCC) investors approve directors, pay plan, auditor

Rhea-AI Filing Summary

ImmuCell Corporation held its 2026 annual stockholder meeting by webcast and conference call, with 7,397,695 common shares present, representing more than 81% of eligible votes. Stockholders elected seven directors to one-year terms, each receiving over 5.16 million votes in favor with relatively few votes withheld.

Investors approved a non-binding advisory resolution on executive compensation, with 4,793,553 votes for and 92.4% of votes cast in favor. Another stockholder matter was also approved with 4,689,407 votes for and 90.39% support among votes cast. Stockholders approved an amendment to the Certificate of Incorporation regarding officer exculpation, receiving 4,851,019 votes for, which represented 53.62% of total shares outstanding.

They also ratified the Audit Committee’s selection of Wipfli LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 7,344,196 votes for, 14,645 against and 38,854 abstentions, reflecting 99.28% support among votes cast.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares present at meeting: 7,397,695 shares Say-on-pay support: 4,793,553 votes for (92.4%) Additional proposal support: 4,689,407 votes for (90.39%) +3 more

6 metrics

Shares present at meeting 7,397,695 shares Present in person or by proxy at 2026 annual meeting; more than 81% of eligible votes

Say-on-pay support 4,793,553 votes for (92.4%) Non-binding advisory vote on executive compensation at 2026 annual meeting

Additional proposal support 4,689,407 votes for (90.39%) Stockholder matter approved at 2026 annual meeting

Officer exculpation amendment support 4,851,019 votes for; 53.62% of total shares outstanding Amendment to Certificate of Incorporation regarding officer exculpation

Auditor ratification support 7,344,196 votes for (99.28%) Ratification of Wipfli LLP as independent registered public accounting firm for 2026

Director vote example 5,177,979 votes for Votes for director nominee Gloria J. Basse at 2026 annual meeting

Key Terms

non-binding advisory resolution, Broker Non-Votes, exculpation of officers, Independent Registered Public Accounting Firm

4 terms

non-binding advisory resolution financial

"On the basis of this vote, the non-binding advisory resolution on the Company’s executive compensation program was approved."

A non-binding advisory resolution is a shareholder vote that expresses investors’ opinion or recommendation but does not legally force the company to act. Think of it like a public survey: management can ignore it, but a strong vote for or against signals investor sentiment, can sway board behavior or policy decisions, and may influence market perception and future, potentially binding, actions.

Broker Non-Votes financial

"For | Against | Abstain | Broker Non-votes 4,793,553 | 29,155 | 365,086 | 2,209,901"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

exculpation of officers regulatory

"the amendment to the Company’s Certificate of Incorporation to reflect certain Delaware law provisions regarding the exculpation of officers was approved."

Independent Registered Public Accounting Firm financial

"selection of Wipfli LLP as the Independent Registered Public Accounting Firm of the Company for the year ending December 31, 2026 was ratified."

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

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Understanding 8-K Material Events →

false 0000811641 0000811641 2026-06-11 2026-06-11

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 11, 2026

ImmuCell Corporation

(Exact name of registrant as specified in its charter)

DE		001-12934		01-0382980
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

56 Evergreen Drive Portland, Maine		04103
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 207-878-2770

(Former name or former address, if changed since last report)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, $0.10 par value per share		ICCC		The NASDAQ Capital Market

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. ☐

ITEM 5.07. Submission of Matters to a Vote of Security Holders

The 2026 Annual Meeting of Stockholders of the Company (the “2026 Annual Meeting”) was held by remote communication in the form of both a dial-in conference call and an audio webcast rather than an in-person event on Thursday, June 11, 2026, at 9:30 a.m. Eastern Time, for the following purposes:

1. To elect to one-year terms as Directors of the Company the seven nominees listed in the 2026 Proxy Statement.

2. To approve a non-binding advisory resolution on the Company’s executive compensation program.

3. To approve the Company’s 2025 Stock Option and Incentive Plan.

4. To approve an amendment to the Company’s Certificate of Incorporation to reflect certain Delaware law provisions regarding the exculpation of officers.

5. To ratify the Audit Committee’s selection of Wipfli LLP as the Independent Registered Public Accounting Firm of the Company for the year ending December 31, 2026.

At the 2026 Annual Meeting, there were present in person or by proxy 7,397,695 shares of the Company’s common stock, representing more than 81% of the total outstanding eligible votes. The final voting results for each proposal are as follows:

1. To elect to one-year terms as Directors of the Company the nominees listed in the Company’s Proxy Statement dated April 24, 2026:

	For	Withheld	Broker Non-Votes
Gloria J. Basse	5,177,979	9,815	2,209,901
P. Olivier te Boekhorst	5,180,197	7,597	2,209,901
Anthony A. Dimarco	5,179,503	8,291	2,209,901
Gilles Guillemette	5,166,860	20,934	2,209,901
David S. Tomsche	5,173,863	13,931	2,209,901
Kathy V. Turner	5,166,863	20,931	2,209,901
Paul R. Wainman	5,177,135	10,659	2,209,901

On the basis of this vote, each of the seven nominees was elected to a one-year term as a Director of the Company.

2. To approve a non-binding advisory resolution on the Company’s executive compensation program:

For	Against	Abstain	Broker Non-votes
4,793,553	29,155	365,086	2,209,901

92.4% of the shares voting at this meeting in person or by proxy voted in favor. On the basis of this vote, the non-binding advisory resolution on the Company’s executive compensation program was approved.

3. To approve the Company’s 2025 Stock Option and Incentive Plan:

For	Against	Abstain	Broker Non-votes
4,689,407	18,453	479,934	2,209,901

90.39% of the shares voting at this meeting in person or by proxy voted in favor. On the basis of this vote, the matter was approved.

4. To approve an amendment to the Company’s Certificate of Incorporation to reflect certain Delaware law provisions regarding the exculpation of officers:

For	Against	Abstain	Broker Non-votes
4,851,019	325,531	11,244	2,209,901

53.62% of total shares outstanding voted in favor. On the basis of this vote, the amendment to the Company’s Certificate of Incorporation to reflect certain Delaware law provisions regarding the exculpation of officers was approved.

5. To ratify the Audit Committee’s selection of Wipfli LLP as the Independent Registered Public Accounting Firm of the Company for the year ending December 31, 2026:

For	Against	Abstain	Broker Non-votes
7,344,196	14,645	38,854	0

99.28% of the shares voting at this meeting in person or by proxy voted in favor. On the basis of this vote, the Audit Committee’s selection of Wipfli LLP as the Independent Registered Public Accounting Firm of the Company for the year ending December 31, 2026 was ratified.

Item 9.01.  Exhibits.

(d)           Exhibits.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

	IMMUCELL CORPORATION
Date: June 17, 2026	By:	/s/ Olivier te Boekhorst
		Olivier te Boekhorst
		President and Chief Executive Officer
		/s/ Timothy C. Fiori
		Timothy C. Fiori
		Chief Financial Officer

Exhibit Index

Exhibit No.	Description
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

FAQ

What was the quorum at ImmuCell (ICCC) 2026 annual stockholder meeting?

A quorum was achieved with 7,397,695 ImmuCell shares present, representing more than 81% of total outstanding eligible votes. This high participation level allowed all scheduled proposals and elections to be validly considered and decided at the 2026 annual stockholder meeting.

Which directors were elected at ImmuCell (ICCC) 2026 annual meeting?

Seven nominees were elected to one-year terms: Gloria J. Basse, P. Olivier te Boekhorst, Anthony A. Dimarco, Gilles Guillemette, David S. Tomsche, Kathy V. Turner, and Paul R. Wainman. Each received over 5.16 million votes for and relatively few votes withheld.

How did ImmuCell (ICCC) stockholders vote on executive compensation in 2026?

Stockholders approved the non-binding advisory resolution on executive compensation with 4,793,553 votes for, 29,155 against and 365,086 abstentions. According to the disclosure, 92.4% of shares voting in person or by proxy supported the company’s executive compensation program at the 2026 meeting.

What was the outcome of the ImmuCell (ICCC) officer exculpation charter amendment vote?

Stockholders approved amending the Certificate of Incorporation to reflect certain Delaware law provisions regarding exculpation of officers. The proposal received 4,851,019 votes for, 325,531 against and 11,244 abstentions, with 53.62% of total shares outstanding voting in favor of the amendment.

Did ImmuCell (ICCC) stockholders ratify the selection of Wipfli LLP as auditor?

Yes. Stockholders ratified the Audit Committee’s selection of Wipfli LLP as ImmuCell’s independent registered public accounting firm for the year ending December 31, 2026. The vote was 7,344,196 for, 14,645 against and 38,854 abstentions, reflecting 99.28% support among votes cast.

Were any other proposals approved at the ImmuCell (ICCC) 2026 annual meeting?

In addition to director elections, say-on-pay, the officer exculpation amendment and auditor ratification, another matter received 4,689,407 votes for, 18,453 against and 479,934 abstentions. The company reported that 90.39% of shares voting supported this proposal, and the matter was approved.

Filing Exhibits & Attachments

4 documents

Other Documents

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