ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The 2022 Annual Meeting of Stockholders (the "Annual Meeting") of Nocopi
Technologies, Inc. (the "Company") was held on Tuesday, July 12, 2022. As of the
close of business on May 13, 2022, the Company had outstanding 67,495,055 shares
of common stock, of which 35,927,002 shares were represented at the meeting by
proxy and in person; accordingly a quorum was constituted. The matters voted
upon and the final results of the voting were as follows:
Proposal 1: Election of Directors
The following person was elected to the Board of Directors to serve until the
2025 Annual Meeting of Stockholders or until his successor has been duly elected
or appointed and qualified:
Votes Votes Votes Broker
Name For Against Withheld Non-votes
Philip B. White 27,602,348 644,846 199,734 7,480,074
Proposal 2: Ratify Morison Cogen LLP as the Company's Independent Registered
Public Accounting Firm
The following votes were cast with respect to Proposal 2. The proposal was
approved.
Broker
For Against Abstain Non-votes
35,881,753 41,967 3,282 -
Proposal 3: Advisory Vote to Approve the Compensation of the Company's Named
Executive Officers
The following votes were cast with respect to Proposal 3. The proposal was
approved.
Broker
For Against Abstain Non-votes
27,714,948 527,080 204,900 7,480,074
Proposal 4: Advisory Vote to Select the Frequency of Voting to Approve
Executive Compensation
The following votes were cast with respect to Proposal 4. The option of "one
year" as the frequency was approved. In light of this vote, the Company will
include a stockholder vote on the compensation of executives in its proxy
materials every year.
Once Once Every Once Every Broker
Every Year 2 Years 3 Years Abstain Non-votes
26,624,597 1,768,951 6,580 46,800 7,480,074
Settlement terms terminating solicitation subject to Rule 14a-12(c)
Tim Eriksen and a group of funds he controls, including Cedar Creek Partners,
LLC, a Washington limited liability company ("CCP"), and its affiliate, Eriksen
Capital Management LLC, a Washington limited liability company ("ECM" and
together with CCP and Mr. Eriksen, the "Eriksen Group") had previously notified
the Company that they intended to nominate Tim Eriksen for election as a
director at the Annual Meeting, but subsequently withdrew such nomination.
The Eriksen Group filed preliminary proxy materials with the SEC on March 24,
2022, but subsequently withdrew those proxy materials after agreeing to sell all
of the Company shares beneficially owned by the Eriksen Group to Michael S.
Liebowitz and his affiliates. The Eriksen Group has further entered into a
standstill agreement with the Company for a period of five years, pursuant to
which it agreed not to acquire greater than 5% of the Company's outstanding
shares at any time and to vote any shares owned in favor of management's
proposals. The Company agreed to reimburse the Eriksen Group $75,000 for its
expense incurred in connection with the proxy solicitation.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit No. Description of Exhibit
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the inline XBRL document)
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