8-K 1 abmc_8k.htm CURRENT REPORT Blueprint
 

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 20, 2019
 
AMERICAN BIO MEDICA CORPORATION
(Exact name of registrant as specified in its charter)
 
New York
 
0-28666
 
14-1702188 
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification Number)
 
122 Smith Road, Kinderhook, NY
 
12106
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: 518-758-8158
 
Not applicable
(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 (see General Instruction A.2. below):
 
☐ 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
ABMC
Over-the-counter-Pink Sheets
 
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
 
At the Annual Meeting of the Shareholders of the Company held on June 20, 2019 (the “Annual Meeting”), at the Company’s corporate offices in Kinderhook, New York, the following matters were voted upon.
 
PROPOSAL NUMBER 1 – ELECTION OF DIRECTORS
 
Total Shares in Attendance:
26,157,801
Total Shares Outstanding (as of April 23, 2019): 32,518,361
Percent of Shares Voted:
80.44%
Director
For
Percent
Withheld
Percent
Broker Non-Votes
 
 
 
 
 
 
Chaim Davis
12,301,569
71.20
4,975,562
28.80
7,479,350*
 
*In addition, there were 1,401,320 common shares that were “uncast” for Proposal Number 1.
 
PROPOSAL NUMBER 2 – RATIFICATION OF AUDITORS
 
Total Shares in Attendance:
26,157,801
Total Shares Outstanding (as of April 23, 2019): 32,518,361
Percent of Shares Voted:
80.44%
 
 
 
 
 
 
For
Percent
Against
Percent
Abstain
Percent
Broker Non-Votes
25,666,422
98.12
148,202
0.57
343,177
1.31%
0
 
PROPOSAL NUMBER 3 - NON-BINDING ADVISORY RESOLUTION REGARDING THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICER.
 
Total Shares in Attendance:
26,157,801
Total Shares Outstanding (as of April 23, 2019): 32,518,361
Percent of Shares Voted:
80.44%
 
 
 
 
 
 
For
Percent
Against
Percent
Abstain
Percent
Broker Non-Votes
13,681,018
73.24
4,924,864
26.37
72,569
0.39
7,479,350
 
A description of the proposals can be found in the Company’s definitive proxy statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission on April 26, 2019.
 
The nominee for election to the Board of Directors was elected for a three-year term ending in 2022, or until their successor(s) is/are elected and duly qualified. In addition to the directors elected at the Annual Meeting, Jean Neff, Diane Generous, Peter Jerome and Melissa Waterhouse continued their terms of office after the Annual Meeting.
 
There were no other matters voted upon at the Annual Meeting other than the Proposals noted above.
 
 
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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 hereunto duly authorized.
 
 
AMERICAN BIO MEDICA CORPORATION (Registrant)
 
 
 
 
 
Dated: June 21, 2019
By:  
/s/ Melissa A. Waterhouse  
 
 
 
Melissa A. Waterhouse
 
 
 
Chief Executive Officer (Principal Executive Officer)
Principal Financial Officer
 
 

 
 
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