Ocugen 2026 meeting backs pay plan, CMO named

Ocugen, Inc. reported results from its 2026 Annual Meeting of Stockholders and confirmed a key leadership change.

Rhea-AI Filing Summary

Ocugen, Inc. reported results from its 2026 Annual Meeting of Stockholders and confirmed a key leadership change. Stockholders elected Kirsten Castillo and Satish Chandran as Class III directors, with 56,242,944 and 62,604,983 votes in favor, respectively. PricewaterhouseCoopers LLP was ratified as independent auditor for the 2026 fiscal year with 136,784,245 votes for and 1,002,550 against.

Stockholders approved, on an advisory basis, the compensation of the company’s named executive officers, with 49,968,948 votes for and 13,245,090 against. They also indicated a preference to hold future advisory votes on executive pay every year, supported by 57,545,540 votes for a one-year frequency. The Board decided to follow this annual frequency. In addition, Ocugen appointed Mohamed Genead as Chief Medical Officer effective June 11, 2026, transitioning him from his prior Acting/Interim role.

Insights

Corporate governance analyst

Routine annual meeting approvals and a formal C-suite appointment.

The outcomes show shareholders supporting Ocugen’s existing governance and compensation framework. Directors were elected with substantial majorities, and shareholders ratified PricewaterhouseCoopers LLP as auditor for the 2026 fiscal year with 136,784,245 votes in favor.

The advisory “say-on-pay” resolution passed with 49,968,948 votes for, and investors preferred an annual vote on executive compensation, which the Board adopted. Formalizing Mohamed Genead as Chief Medical Officer on June 11, 2026 moves his role from interim to permanent, but remains a routine leadership adjustment based on this information.

8-K Event Classification

2 items: 5.07, 8.01

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 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Shares represented at meeting: 139,628,075 shares Votes for Castillo: 56,242,944 votes Votes for Chandran: 62,604,983 votes +4 more

7 metrics

Shares represented at meeting 139,628,075 shares 2026 Annual Meeting of Stockholders

Votes for Castillo 56,242,944 votes Election of Class III director Kirsten Castillo

Votes for Chandran 62,604,983 votes Election of Class III director Satish Chandran

Auditor ratification support 136,784,245 votes for Ratification of PricewaterhouseCoopers LLP for 2026

Say-on-pay support 49,968,948 votes for Advisory approval of named executive officer compensation

Annual frequency votes 57,545,540 votes for 1 year Preferred frequency of future say-on-pay votes

Effective date CMO June 11, 2026 Mohamed Genead appointed Chief Medical Officer

Key Terms

Annual Meeting of Stockholders, independent registered public accounting firm, broker non-votes, named executive officers, +1 more

5 terms

Annual Meeting of Stockholders financial

"On June 11, 2026, Ocugen, Inc. held its 2026 Annual Meeting of Stockholders virtually"

independent registered public accounting firm financial

"Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"

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.

broker non-votes financial

"Kirsten Castillo, MBA | 56,242,944 | 8,476,217 | 74,908,914 broker non-votes"

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.

named executive officers financial

"approval, on an advisory basis, of the compensation of the Company’s named executive officers"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

advisory basis financial

"The stockholders voted to approve, on an advisory basis, the compensation of the Company’s named executive officers"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Ocugen (OCGN) stockholders approve at the 2026 Annual Meeting?

Ocugen stockholders elected two Class III directors, ratified PricewaterhouseCoopers LLP as 2026 auditor, and approved the advisory vote on named executive officer compensation. They also indicated a preference for holding this executive pay vote every year, which the Board agreed to follow going forward.

How many Ocugen (OCGN) shares were represented at the 2026 Annual Meeting?

A total of 139,628,075 shares of Ocugen common stock were represented virtually or by proxy at the 2026 Annual Meeting. This figure reflects the voting power present for decisions on director elections, auditor ratification, executive compensation, and the preferred frequency of future say-on-pay votes.

What were the vote results for Ocugen’s director elections in 2026?

Stockholders elected Kirsten Castillo with 56,242,944 votes for and 8,476,217 withheld, and Satish Chandran with 62,604,983 votes for and 2,114,178 withheld. Both had 74,908,914 broker non-votes. They will serve as Class III directors until the 2029 Annual Meeting, subject to earlier changes.

Did Ocugen (OCGN) stockholders approve executive compensation in 2026?

Yes. Stockholders approved, on an advisory basis, the compensation of Ocugen’s named executive officers, with 49,968,948 votes for, 13,245,090 against, and 1,505,123 abstentions. There were 74,908,914 broker non-votes. This advisory vote, often called say-on-pay, is non-binding but guides the Board.

What executive role change did Ocugen (OCGN) announce on June 11, 2026?

Ocugen appointed Mohamed Genead as Chief Medical Officer effective June 11, 2026. He had previously served as Acting/Interim Chief Medical Officer since May 8, 2026. The change formalizes his leadership position over the company’s medical and clinical activities as a permanent C-suite role.

How often will Ocugen (OCGN) hold future advisory votes on executive pay?

Stockholders expressed a preference for an annual say-on-pay vote, with 57,545,540 votes for one year, 1,584,772 for two years, and 3,520,522 for three years. Based on these results, the Board determined to hold advisory votes on named executive officer compensation every year until the next required frequency vote.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/11/2026 - 05:19 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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

OCUGEN, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-36751		04-3522315
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

11 Great Valley Parkway

Malvern, Pennsylvania 19355

(484) 328-4701

(Addresses, including zip code, and telephone numbers, including area code, of principal executive offices)

N/A

(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 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(s)		Name of each exchange on which registered
Common Stock, $0.01 par value per share		OCGN		The Nasdaq Stock Market LLC (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.

On June 11, 2026, Ocugen, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) virtually at 8:00 a.m. ET. At the Annual Meeting, a total of 139,628,075 shares of the Common Stock were represented virtually or by proxy.

The following is a brief description of the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting on June 11, 2026:

(a) Proposal 1 - Election of Two Class III Directors. The stockholders elected Kirsten Castillo, MBA, and Satish Chandran, Ph.D. to the Board of Directors of the Company (the “Board”) to serve as a director until the 2029 Annual Meeting of Stockholders and until their respective successor, if any, is elected and qualified, or until their earlier death, resignation, retirement, disqualification, or other removal, as follows:

Name		For		Withheld		Broker Non-Votes
Kirsten Castillo, MBA		56,242,944		8,476,217		74,908,914
Satish Chandran, Ph.D.		62,604,983		2,114,178		74,908,914

(b) Proposal 2 - Ratification of Independent Registered Public Accountant. The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year, as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
136,784,245		1,002,550		1,841,280		-

(c) Proposal 3 - Approval, on an advisory basis, of the compensation of the Company’s named executive officers. The stockholders voted to approve, on an advisory basis, the compensation of the Company’s named executive officers, as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
49,968,948		13,245,090		1,505,123		74,908,914

(d) Proposal 4 - Approval, on an advisory basis, of the preferred frequency of future advisory votes on the compensation of the Company’s named executive officers. The stockholders voted to approve, on an advisory basis, a preferred frequency of “one year” for future advisory votes on the compensation of the Company’s named executive officers, as follows:

Votes For 1 Year		Votes For 2 Years		Votes For 3 Years		Abstentions		Broker Non-Votes
57,545,540		1,584,772		3,520,522		2,068,327		74,908,914

Based on the results of the vote, the Board has determined to hold an advisory vote on the compensation of the named executive officers of the Company every year until the next required advisory vote on the frequency of future advisory votes on named executive officer compensation.

Item 8.01 Other Events.

As previously reported, effective May 8, 2026, the Company appointed Mohamed Genead, M.D., M.Sc., as Acting/Interim Chief Medical Officer. The Company appointed Dr. Genead as Chief Medical Officer effective as of June 11, 2026.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 11, 2026

	OCUGEN, INC.
	By:	/s/ Shankar Musunuri
		Name: Shankar Musunuri
		Title: Chairman, Chief Executive Officer, & Co-Founder

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB