UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 22, 2016
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OpGen, Inc.
(Exact name of registrant as specified in its charter)
_________________
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Delaware
(State or other jurisdiction of incorporation or organization)
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001-37367
(Commission
File Number)
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06-1614015
(I.R.S. Employer
Identification No.) |
708 Quince Orchard Road, Suite 205
Gaithersburg, MD 20878
(Address of principal executive offices, including zip code)
Gaithersburg, MD 20878
(Address of principal executive offices, including zip code)
(240) 813-1260
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
(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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 22, 2016, at the Annual Meeting of Stockholders for 2016 (the “Annual Meeting”), the stockholders of OpGen, Inc. (the “Company”) voted to approve, among other things, a plan under which a stock option award was made by the Board of Directors of the Company outside of the stockholder-approved equity incentive plan to Evan Jones, the Chairman of the Board and Chief Executive Officer, to acquire 766,500 shares of the Company’s Common Stock. The plan and stock option grant were approved by the Board of Directors on April 28, 2016, and disclosed in a Current Report on Form 8-K filed by the Company on May 2, 2016 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 22, 2016, the Company held its Annual Meeting for 2016. At the Annual Meeting, the total number of shares represented in person or by proxy was 11,350,556 of the 12,581,790 shares of Common Stock outstanding and entitled to vote at the Annual Meeting as of the record date, April 27, 2016. The following matters were voted upon at the Annual Meeting:
1. Election of Directors. The following named persons were elected as Directors of the Company to serve until the next Annual Meeting of Stockholders in 2017 or until their successors are elected and qualified. The votes cast were as follows:
|
Nominee |
For |
Vote
Withheld |
|
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Evan Jones
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9,749,443
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190,317
|
|
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Brian G. Atwood
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9,751,077
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188,683
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|
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Harry J. D'Andrea
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9,938,260
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1,500
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|
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Timothy J.R. Harris, Ph.D., D.Sc.
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9,766,302 | 173,458 | |
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Laurence R. McCarthy, Ph.D.
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9,762,052
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177,708
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|
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David M. Rubin, Ph.D.
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9,939,260
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500
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|
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Misti Ushio, Ph.D.
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9,765,302
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174,458
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2. The vote of the stockholders with respect to the approval of the compensatory plan under which a stock option award is made by the Board of Directors outside of the stockholder-approved equity incentive plan to Evan Jones to acquire 766,500 shares of common stock was:
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9,612,961 votes
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FOR the resolution
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316,801 votes
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AGAINST the resolution
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9,998 votes
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ABSTAIN
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3. The vote of the stockholders to ratify the appointment of CohnReznick LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2016, was:
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11,346,261 votes
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FOR the resolution
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1,585 votes
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AGAINST the resolution
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2,710 votes
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ABSTAIN
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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, thereunto duly authorized.
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OpGen, Inc.
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By:
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/s/ Timothy C. Dec
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Name:
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Timothy C. Dec
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Title:
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Chief Financial Officer
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Date: June 24, 2016