OCUGEN, INC. Form 8-K (June 7, 2022)

Summary

Current report on Form 8-K of Ocugen, Inc., dated June 7, 2022, filed under Item 5.07. It reports voting results from the 2022 Annual Meeting of Stockholders, conducted virtually on June 7, 2022, where 107,866,627 shares of common stock, or 50.02% of the shares outstanding as of the April 20, 2022 record date, were represented. Stockholders elected Uday B. Kompella, Ph.D. (57,233,640 votes for) and Marna C. Whittington, Ph.D. (61,827,390 votes for) as Class II directors. Stockholders ratified Ernst & Young LLP as the independent registered public accounting firm for the 2022 fiscal year (102,213,940 for; 4,468,884 against) and approved executive compensation on an advisory basis (49,150,676 for; 14,207,226 against).

Summary drafted by a model from the document's text below and checked by script against that text before publication. It is a navigation aid, not a reading of what the document proves. Where AI is used

Full text

UNITED STATES

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

Date of Report (Date of Earliest Event Reported): June 7, 2022

OCUGEN, INC.

(Exact Name of Registrant as Specified in
its Charter)

Delaware | 001-36751 | 04-3522315
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number)

11 Great Valley Parkway

Malvern , Pennsylvania 19355

( 484 ) 328-4701

(Addresses, including zip code, and telephone
numbers, including area code, of principal executive offices)

263 Great Valley Parkway

Malvern , Pennsylvania 19355

(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:

¨ | 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 Stock, $0.01 par value per share | OCGN | The Nasdaq Stock Market LLC (The Nasdaq Capital Market)

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.

On June 7, 2022, Ocugen, Inc. (the “Company”)
held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) virtually. At the Annual Meeting, a total of 107,866,627
shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), or 50.02% of the Common Stock outstanding
as of April 20, 2022, the record date for the Annual Meeting, were represented virtually or by proxy.

The following is a brief description of the final
voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting on June 7, 2022:

(a) Item 1 – Election of Two Class II
Directors. The stockholders elected each director nominee to the Board of Directors to serve as a director until the 2025 Annual Meeting
of Stockholders and until their respective successor, if any, is elected or appointed, or upon their earlier death, resignation, retirement,
disqualification, or removal, as follows:

Name | For | Withheld | Broker Non-Votes
Uday B. Kompella, Ph.D. | 57,233,640 | 8,237,758 | 42,395,229
Marna C. Whittington, Ph.D. | 61,827,390 | 3,644,008 | 42,395,229

(b) Item 2 – Ratification of Independent
Registered Public Accountant . The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent
registered public accounting firm for the 2022 fiscal year, as follows:

Votes For | Votes Against | Abstentions | Broker Non-Votes
102,213,940 | 4,468,884 | 1,183,803 | —

(c) Item 3 – Approval, on an advisory
basis, of the compensation of the Company’s named executive officers. The stockholders approved, on an advisory basis, the compensation
of the Company’s named executive officers, as follows:

Votes For | Votes Against | Abstentions | Broker Non-Votes
49,150,676 | 14,207,226 | 2,113,496 | 42,395,229

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 7, 2022

OCUGEN, INC.
By: | /s/ Shankar Musunuri
Name: Shankar Musunuri
Title: Chief Executive Officer and Chairman

File and source

File

SEC_OCGN_8-K_filed2022-06-07_0001104659-22-068955.htm

Size

35,525 bytes

SHA-256

bf948c5e9cec18e633be0caf7faa318138a1e2761469cdbb7f6bf030ba727a96

Our copy

SEC_OCGN_8-K_filed2022-06-07_0001104659-22-068955.htm

Original

www.sec.gov