UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 18, 2021, the stockholders of Harvard Bioscience, Inc. (the “Company”) approved and adopted the Harvard Bioscience, Inc. 2021 Incentive Plan (the “2021 Incentive Plan”) at the Company’s 2021 Annual Meeting of Stockholders (the “Annual Meeting”). A detailed description of the 2021 Incentive Plan is included under the heading “Proposal 3: Adoption and Approval of the Harvard Bioscience, Inc. 2021 Incentive Plan” in the definitive proxy statement filed in connection with the Annual Meeting with the Securities and Exchange Commission (the “SEC”) on April 8, 2021, which description is incorporated herein by reference. The description of the 2021 Incentive Plan is qualified in its entirety by reference to the full text of the 2021 Incentive Plan, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 18, 2021, the Company held its Annual Meeting. At the Annual Meeting, the Company’s stockholders voted on the following proposals: (i) the election of one Class III Director, for a three-year term, such term to continue until the annual meeting of stockholders in 2024 and until such director’s successor is duly elected and qualified or until his earlier resignation or removal, (ii) the ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021, (iii) the adoption and approval of the 2021 Incentive Plan, and (iv) the approval, by a non-binding advisory vote, of the compensation of the Company’s named executive officers. The voting results for the matters submitted to a stockholder vote at the Annual Meeting are reported below.
Proposal 1 - Election of Directors
Alan Edrick was elected as the Class III Director for a three-year term, such term to continue until the annual meeting of stockholders in 2024 and until his successor is duly elected and qualified or until his earlier resignation or removal. Due to the plurality election, votes could only be cast in favor of or withheld from the nominee and thus votes against were not applicable. The results of the election were as follows:
| Name | Votes For | Votes Withheld | Broker Non-Votes | |||
| Alan Edrick | 28,081,962 | 2,127,078 | 4,368,241 |
Proposal 2 –Ratification of the Appointment of Grant Thornton LLP
The appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 was ratified. There were no broker non-votes on this proposal. The results of the ratification were as follows:
| Votes For | Votes Against | Votes Abstained |
| 34,560,445 | 15,078 | 1,758 |
Proposal 3 – Approval of the 2021 Incentive Plan
The 2021 Incentive Plan was approved as follows:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
| 29,374,490 | 814,653 | 19,897 | 4,368,241 |
Proposal 4 – Approval, by Non-Binding Advisory Vote, of the Compensation of the Named Executive Officers
The compensation of the Company’s named executive officers was approved, by a non-binding advisory vote, as follows:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
| 29,916,663 | 261,382 | 30,995 | 4,368,241 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit No. |
Description | |
| 10.1 |
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.
| HARVARD BIOSCIENCE, INC. | |||
| Date: May 19, 2021 | By: | /s/ James Green | |
| James Green | |||
| Chief Executive Officer | |||