Item 5.07 —
Submission of Matters to a Vote of Security Holders.
On June 9, 2021,
OpGen, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The Annual Meeting
was adjourned to July 7, 2021, solely with respect to the voting on Proposal 2 relating to the approval of an amendment to the Company’s
Amended and Restated Certificate of Incorporation, as amended, to increase the authorized number of shares of capital stock from 60,000,000
to 110,000,000 shares and authorized number of shares of common stock from 50,000,000 to 100,000,000 shares (“Proposal 2”).
At the Annual Meeting,
the total number of shares represented in person or by proxy was 16,493,679 of the 38,266,482 shares of common stock outstanding and
entitled to vote at the Annual Meeting as of the record date, April 15, 2021. The following matters were voted upon at the Annual Meeting:
1. Proposal 1 - Election of Directors. The election of the following named persons to serve as directors of the Company until
the 2022 Annual Meeting of Stockholders or until their successors are elected and qualified. The votes cast were as follows:
Nominee
|
|
For
|
|
Vote
Withheld
|
|
Broker
Non-Vote
|
|
|
|
|
|
|
|
William E. Rhodes, III
|
|
|
6,935,902
|
|
|
|
1,826,245
|
|
|
|
7,731,532
|
|
Mario Crovetto
|
|
|
6,926,709
|
|
|
|
1,835,438
|
|
|
|
7,731,532
|
|
R. Donald Elsey
|
|
|
6,930,788
|
|
|
|
1,831,359
|
|
|
|
7,731,532
|
|
Prabhavathi Fernandes, Ph.D.
|
|
|
6,964,100
|
|
|
|
1,798,047
|
|
|
|
7,731,532
|
|
Oliver Schacht, Ph.D.
|
|
|
6,968,569
|
|
|
|
1,793,578
|
|
|
|
7,731,532
|
|
2. Proposal 3 - Ratification of Appointment of Independent Accounting Firm. The ratification of the appointment of CohnReznick,
LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021. The votes cast were
as follows:
15,355,710 votes
|
FOR the proposal
|
599,529 votes
|
AGAINST the proposal
|
538,438 votes
|
ABSTAIN
|
2
votes
|
Broker Non-Votes
|
3. Proposal 4 - Say on Pay. The advisory vote to approve the compensation paid to the Company’s named executive officers
for 2020. The votes cast were as follows:
6,675,525 votes
|
FOR the proposal
|
1,674,971 votes
|
AGAINST the proposal
|
411,651 votes
|
ABSTAIN
|
7,731,532 votes
|
Broker Non-Votes
|
4. Proposal 5 - Frequency of Say on Pay. The advisory vote regarding the frequency of submission of future say on pay votes
to the stockholders. The votes cast were as follows:
2,374,327 votes
|
Every ONE year
|
5,057,697 votes
|
Every TWO years
|
438,759 votes
|
Every THREE years
|
891,362 votes
|
ABSTAIN
|
7,731,534 votes
|
Broker Non-Votes
|
Based on the results of this vote,
and consistent with the Board of Directors' recommendation, the Company intends to include an advisory stockholder vote to approve the
compensation paid to its named executive officers every two years until the next required vote on the frequency of stockholder votes
on the compensation of named executive officers. The Company is required to hold a vote on frequency every six years.
5. Proposal 6 - Adjournment. The approval of an adjournment of the Annual Meeting to a later date, if necessary or appropriate,
to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with,
Proposal 2. The votes cast were as follows:
13,234,926 votes
|
FOR the proposal
|
2,842,595 votes
|
AGAINST the proposal
|
416,155 votes
|
ABSTAIN
|
3
votes
|
Broker Non-Votes
|
Adjournment with Respect to Proposal
2
The Annual Meeting was adjourned
to July 7, 2021, solely with respect to Proposal 2 in order to provide additional time for stockholders to consider and vote on such
proposal. The Annual Meeting will reconvene at 10:00 a.m. Eastern Time on July 7, 2021, at the offices of the Company located at 9717
Key West Ave, Suite 100, Rockville, MD 20850. As part of precautions regarding the coronavirus (or COVID-19) pandemic, the Company is
planning for the possibility of the need to change the location of the Annual Meeting or to hold the Annual Meeting solely by means of
remote communication. If such step is taken, the Company will announce the decision in advance and details on how to participate will
be available on the Company’s website at https://ir.opgen.com/.