| |
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 24, 2023, at the annual meeting of
stockholders (the “Annual Meeting”) of iSpecimen Inc. (the “Company”), the Company’s stockholders approved
amendments (the “2021 Plan Amendments”) to the iSpecimen Inc. Second Amended and Restated 2021 Stock Incentive Plan (the “Second
A&R 2021 Plan”) to (i) remove the automatic annual increase in the number of shares of common stock reserved for issuance
under the Second A&R 2021 Plan on each anniversary date of the Second A&R 2021 Plan, in the event that 5% of the number of shares
of common stock issued and outstanding on that date is more than the number of shares of common stock then currently reserved for issuance
under the Second A&R 2021 Plan, (ii) to provide for the recoupment or clawback of awards granted under the Second A&R 2021
Plan and (iii) to increase the number of shares of common stock reserved for issuance with respect to awards granted under the Second
A&R 2021 Plan from 608,000 shares of common stock to 1,869,500 shares of common stock.
The 2021 Plan Amendments previously had been approved,
subject to stockholder approval, by the Board of Directors of the Company. The 2021 Plan Amendments became effective immediately upon
stockholder approval at the Annual Meeting.
More detailed summaries of the material features
of the 2021 Plan Amendments are set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities
and Exchange Commission on April 10, 2023 (the “Proxy Statement”). Those summaries and the foregoing descriptions are
qualified in their entirety by reference to the full text of the 2021 Plan Amendments, which is filed as Exhibit 10.1 hereto and
is incorporated herein by reference.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders |
At the Annual Meeting, of the Company’s
8,814,658 shares of common stock issued and outstanding and eligible to vote as of the record date of March 27, 2023, a quorum of
6,519,743 shares, or approximately 74% of the eligible shares were present or represented by proxy. Each of the matters set forth below
is described in detail in the Proxy Statement filed with the Securities and Exchange Commission on April 10, 2023. The following
actions were taken at the Annual Meeting:
Proposal No. 1: Election of Three Class II Directors
The first proposal was the election of three (3) Class II
directors each to serve for a three-year term that expires at the 2026 annual meeting of stockholders, or until the election and qualification
of their respective successors in office, subject to their earlier death, resignation, or removal. The vote on the proposal was as follows:
| Name of Nominee | |
FOR | | |
WITHHELD | | |
BROKER
NON-VOTE | |
| John L. Brooks III | |
| 3,900,970 | | |
| 704,582 | | |
| 1,914,191 | |
| Tracy Curley | |
| 4,056,320 | | |
| 549,232 | | |
| 1,914,191 | |
| Theresa L. Mock | |
| 4,412,763 | | |
| 192,789 | | |
| 1,914,191 | |
Each nominee was elected.
Proposal No. 2: Approval of Amendments to The Amended and
Restated 2021 Stock Incentive Plan
The second proposal was the approval of amendments
to the Second A&R 2021 Plan to (i) remove the automatic annual increase in the number of shares of common stock reserved for
issuance under the Second A&R 2021 Plan on each anniversary date of the Second A&R 2021 Plan, in the event that 5% of the number
of shares of common stock issued and outstanding on that date is more than the number of shares of common stock then currently reserved
for issuance under the Second A&R 2021 Plan and (ii) to provide for the recoupment or clawback of awards granted under the Second
A&R 2021 Plan. The vote on the proposal was as follows:
| FOR | | |
AGAINST | | |
ABSTAIN | | |
BROKER NON-VOTE | |
| | 3,290,000 | | |
| 1,303,726 | | |
| 11,826 | | |
| 1,914,191 | |
Proposal No. 2 was approved by a majority
of the votes cast.
Proposal No. 3: Approval of an Amendment to The Amended and
Restated 2021 Stock Incentive Plan
The third proposal was the approval of an amendment
to the Second A&R 2021 Plan to increase the number of shares of common stock reserved for issuance with respect to awards granted
under the Second A&R 2021 Plan from 608,000 shares of common stock to 1,869,500 shares of common stock. The vote on the proposal was
as follows:
| FOR | | |
AGAINST | | |
ABSTAIN | | |
BROKER NON-VOTE | |
| | 2,860,260 | | |
| 1,700,158 | | |
| 45,134 | | |
| 1,914,191 | |
Proposal No. 3 was approved by a majority
of the votes cast.
Proposal No. 4: Approval of an Amendment to The Fourth Amended
and Restated Certificate of Incorporation
The fourth proposal was the approval of an amendment
to the Company’s Fourth Amended and Restated Certificate of Incorporation to permit removal of directors by stockholders, without
cause. The vote on the proposal was as follows:
| FOR | | |
AGAINST | | |
ABSTAIN | | |
BROKER NON-VOTE | |
| | 3,804,890 | | |
| 798,466 | | |
| 2,196 | | |
| 1,914,191 | |
Proposal No. 4 was not approved, because
votes in favor of this proposal did not represent a majority of the voting shares entitled to vote thereon, as required.
Proposal No. 5: Ratification of Appointment of Independent
Registered Public Accounting Firm
The fifth proposal was the ratification of the
appointment of Wolf & Company, P.C. as the Company’s independent registered public accounting firm for the year ending
December 31, 2023. The vote on the proposal was as follows:
| FOR | | |
AGAINST | | |
ABSTAIN | |
| | 6,421,007 | | |
| 21,967 | | |
| 76,769 | |
Proposal No. 5 was approved by a majority
of the votes cast.