Welcome, everybody. Let's get started. Good morning, stockholders and other invited guests. I'm pleased to welcome you to the 2026 Annual Meeting of Stockholders of ImmuCell Corporation in the form of a webcast. I am Timothy C. Fiori, Chief Financial Officer of the company. I would now like to take a roll call and introduce you to the other directors, officers, and employees of the company who are participating today. We have the following non-employee members of our board of directors with us today. Gloria J. Basse, Director.
Present.
Gloria? David Tomsche, Chair of the Board of Directors. David?
Present.
Paul Wainman, Director. Paul?
Good morning, everyone. Present.
Anthony DiMarco, Director. Tony?
Present.
Gilles Guillemette, Director. Gilles?
Present.
Kathy Turner, Director. Kathy?
Present.
There presently are two employee members of our board. Olivier te Boekhorst is ImmuCell's President and Chief Executive Officer, and also a Director. Olivier?
Present.
I am currently the other employee director. Unlike the other directors I've just introduced, I am not running for re-election, and my role as director will soon end. Also present with us today are a few key employees. Let me identify those of you. Bobbi Brockmann, SVP of Sales and Marketing. Bobbi? Here. Thank you, Tim. Kyle Crabtree, Director of FP&A and Cost Accounting. Kyle?
Present.
Gustavo Scoffa, Senior Director of Quality. Gustavo?
Present.
Beth Toothaker, Director of Finance and Administration. Beth also has agreed to act as voting inspector for today's meeting. Beth?
Present.
John Zingraf, Director of Product Development. John? Present. Also with us today is Nicholas Anania, an associate within the business law group at the law firm of Verrill, the company's legal counsel. Nick?
Present.
Also with us today is Tracy Heideman, a partner with the accounting firm of Wipfli LLP, the company's independent registered public accounting firm. Tracy?
Present.
All right. I now call upon the voting inspector to take care of some opening formalities. Beth?
The board established April 13th, 2026, as the record date for determining stockholders entitled to notice of this meeting. Notice in an accompanying definitive proxy statement was first mailed to stockholders on April 24th, 2026, as shown by affidavit of Broadridge, the company's transfer agent. Also called for under ImmuCell's bylaws, a list of stockholders entitled to vote at this meeting is available for inspection by stockholders. At the record date, there were a total of 9,046,799 shares of ImmuCell common stock outstanding and entitled to vote at this meeting. Under our bylaws, a quorum to transact business at the annual meeting is satisfied if the holders of at least one-third of the shares outstanding are present in person or by proxy.
I'm pleased to report that as of this morning, the company had received proxies from the holders of more than 81% of the outstanding shares, thereby satisfying the threshold required under the bylaws.
Thank you, Beth. On the basis of the figures just reported by the voting inspector, I declare the presence of a quorum at this meeting. As secretary of the company, I will now present to the meeting the minutes of the annual meeting of stockholders held on June 12th, 2025. I have a copy of those minutes with me. Unless there is an objection, I will now entertain a motion to waive the reading of the minutes.
I move that the reading of the minutes of the annual meeting of the stockholders held on June 12th, 2025 here and is hereby waived.
I second the motion.
Thank you, David and Beth. In my discretion as one of the named proxy holders, I cast all of the proxy votes in favor and declare the motion carried. The ImmuCell proxy statement for this meeting includes a description of six items of business on which the stockholders are invited to act upon at this meeting. We will now proceed to those matters. Beth, can you please report on whether any stockholders have opted to vote in person at the meeting rather than by proxy?
For a number of years, ImmuCell has conducted annual meetings in a purely online forum. For this year's meeting, we have stockholders attending via the web portal. Only validated stockholders may ask questions in the designated field on the web portal. Out of consideration for others, please limit yourself to one question. Please note that this meeting is being recorded. However, no one attending via the webcast or telephone is permitted to use any audio recording device. In our proxy statement, we noted that stockholders can opt to vote in person rather than by proxy. But we ask that any stockholder who wished to vote their shares in person rather than by proxy contact the company in advance of this meeting to facilitate remote voting.
I report that no stockholders contacted the company to vote in this manner and has otherwise notified the company that they wish to make comments at the meeting. Please note that any votes reported in this meeting should be considered preliminary.
Thank you, Beth. Now I will present the matters to be voted upon. Please note that we will give stockholders an opportunity to comment on the proposal themselves after all proposals have been presented. The first item of business is the election of directors of the company to serve until the next annual meeting of stockholders and until their successors are elected and qualified.
I nominate for election Gloria J. Basse, David S. Tomsche, Paul R. Wainman, Anthony A. DiMarco, Gilles Guillemette, Kathy V. Turner, Paul Olivier te Boekhorst. Excuse me. To act as directors of the company until the next annual meeting of the stockholders and until their successors are elected and qualified.
I second the nominations.
Thank you, David and Beth. I would like to note for the minutes that no other nominations were submitted in accordance with the advance notice bylaw described in the proxy statement. I therefore declare the nominations closed. No stockholder has made arrangements to comment in person at the meeting on this item of business or any other item of business, nor has any stockholder made arrangements to vote in person during the meeting on this item of business or any other item of business. The second item of business is to consider a non-binding advisory resolution on the company's executive compensation program.
I move the adoption of the following resolution. Resolved, that the compensation paid to the named executive officers of the company, as disclosed in the company's proxy statement pursuant to Item 402 of Regulation S-K, including the summary compensation table and outstanding equity awards table, is hereby approved.
I second the motion.
Thank you, David and Beth. The third item of business to consider and act upon is the proposal to approve the company's 2025 Stock Option and Incentive Plan.
I move the adoption of the following resolution. Resolved, that the company's 2025 Stock Option and Incentive Plan is approved.
I second the motion.
Thank you, David and Beth. The fourth item of business to consider and act upon is the amendment to the company's certificate of incorporation. The proposed amendment is described in the proxy statement and involves exculpation of officers as permitted by Delaware law pertaining to Delaware corporations like ImmuCell. The proxy statement refers to the proposed amendment as the Exculpation Amendment. The approval threshold on this matter is higher than for other items of business considered today. Under Delaware law and our certificate of incorporation, a charter amendment such as this requires the affirmative vote of a majority of the total number of shares that were outstanding on the record date, not just the shares present and voting today at this meeting. David? David?
Oh, excuse me.
That's okay.
I have lost my
All right.
I've lost the script here. It's not printed. I thought it was.
Okay. Top of page six.
Can you help me out, Olivier?
Yeah. Okay. I move the adoption of the following resolution. Resolved, to approve the Exculpation Amendment as set forth in the proxy statement for the 2026 annual meeting of stockholders.
I second the motion.
Thank you, Olivier and Gloria. The fifth item of business is to consider and act upon the proposal to ratify the appointment by the audit committee of the board of directors of Wipfli LLP as the independent registered public accounting firm for the company for the year ending December 31, 2026.
I move the adoption of the following resolution. Resolved, that the appointment of the audit committee of the board of directors of Wipfli LLP and the independent registered public accounting firm for the company for the year ending December 31st, 2026, be and is hereby ratified.
I second the motion.
Thank you, David and Beth. If any stockholder would like to make a comment regarding any of the proposals, please submit your comment through the web portal. I'll wait a minute or a few seconds. Seeing no further comments, I now declare the polls for the 2026 annual meeting are now closed. Now we'll do voting results. The first item to report voting results for is the election of directors of the company to serve until the next annual meeting of stockholders and until their successors are elected and qualified.
I report that each of the seven persons nominated for re-election as director have received approval from 99.5% or more of the total votes cast on this matter.
With that, I declare that Ms. Basse, Dr. Tomsche, Mr. Wainman, Dr. DiMarco, Dr. Guillemette, Ms. Turner, and Mr. te Boekhorst are the elected directors of the company to serve in such capacity until the 2027 annual meeting of stockholders and until the successors are elected and qualified. The second vote to report out on is the compensation paid to the named executive officers of the company, as disclosed in the company's proxy statement pursuant to Item 402 of Regulation S-K, including the summary compensation table and outstanding equity awards table. I ask the voting inspector to report the results of the voting, Beth.
My preliminary tally is that 4,793,553 shares voted for, 29,155 shares voted against. 365,086 shares voted to abstain. The shares voted in favor of this non-binding advisory resolution represent more than 92% of the total votes cast on this matter.
Thanks, Beth. I declare that the non-binding advisory vote on executive compensation has been duly approved. The third vote to report on is the proposal to approve the company's 2025 Stock Option and Incentive Plan. I ask the voting inspector to report the results of the voting. Beth?
My preliminary tally is that 4,689,407 shares voted for, 18,453 shares voted against, and 479,934 shares voted to abstain. The shares voted in favor of this resolution represent more than 90% of the total votes cast on this matter.
Thank you, Beth. I declare that the 2025 Stock Option and Incentive Plan has been approved. The fourth vote to report on is the amendment to the company's certificate of incorporation to reflect certain Delaware law provisions regarding the exculpation of officers. I ask the voting inspector to report the results of the voting. Beth?
My preliminary tally is that 4,851,019 shares voted for, 325,531 shares voted against, 11,244 shares voted to abstain, and 2,209,901 shares are represented at the meeting but were not voted. The shares voted affirmatively in favor of the Exculpation Amendment represent 53.6% of the total shares outstanding on the record date.
Thank you, Beth. I declare that the Exculpation Amendment to the company's certificate of incorporation has been approved. The fifth vote to report on is the appointment by the audit committee of the board of directors of Wipfli LLP as the independent registered public accounting firm for the company for the year ended December 31, 2026. I ask the voting inspector to report on the results of the voting. Beth?
My preliminary tally is that 7,344,196 shares voted for, 14,645 shares voted against, and 38,854 shares voted to abstain. The shares voted in favor of this ratification represent more than 99% of the total votes cast on this matter.
Thank you, Beth. I declare that the proposal to ratify the appointment by the audit committee of the board of directors of Wipfli LLP as the independent registered public accounting firm for the company for the year ending December 31, 2026, has been approved. We will be reporting the final vote results in a Form 8-K to be filed within four business days of this meeting. That's the end of our voting results. In the company's mailing of the proxy statement, stockholders also received a copy of the company's annual report on Form 10-K for the fiscal year ended December 31, 2025. The annual report contains the audited financial statements for that year. Through the SEC's EDGAR website and through the company's website, you all should have access to our quarterly report on Form 10-Q for the three-month period ended March 31, 2026, that was filed on May 14, 2026.
There being no further business to properly come before this meeting, this completes the formal business of the meeting. A motion to adjourn would now be in order.
I move that the meeting be adjourned.
I second the motion.
Thank you, David and Beth. The 2026 annual meeting of stockholders is now adjourned. I now turn it over to the President, CEO, and Director, Olivier te Boekhorst for a few closing words.
Thank you, Tim, Beth, and David for managing the 2026 annual meeting. Please allow me to make a few closing comments about ImmuCell's strategy and expansion plans. As we announced last night in an 8-K filing, we are starting a phased manufacturing capacity expansion project to support growing end-user demand for our First Defense products and upgrade our manufacturing capabilities using best-in-class equipment and automation. As we have discussed previously, we are seeing robust demand for scour preventative products in the U.S. market, partially driven by the continued high value of newborn calves. ImmuCell's product revenues have shown sustained mid-teen growth since 2010. Recently, we have restored market confidence in our ability to supply, and as reported, we saw significant growth in the first quarter of 2026, driven by our Tri-Shield products in the U.S. We have not really started our international market efforts.
While we are increasing yields from our existing manufacturing process, it is clear that we are near our capacity limits, and we need to expand now to stay ahead of demand. After six months of evaluating manufacturing constraints and assessing different colostrum processing options, we are signing agreements with a freeze-drying company and engineering and construction firms to kick off a two-phased project. The first phase is to replace our current drying capability with a brand-new state-of-the-art freeze dryer that will enable us to support sustained growth for a decade, depending on growth rates. We estimate that this phase will cost about $3.5 million and will take nine to 12 months to complete. The second phase is to design and build a new liquids processing capability using former Re-Tain equipment, as we mentioned previously.
Once we have completed the initial engineering for this second phase, we will have a better sense of the cost and timelines associated with upgrading liquids processing. We expect this to be both more expensive and take a longer time to implement than the drying process, mostly driven by equipment suppliers and regulatory approvals. Both the new drying process and the new liquids process will be built in the former Re-Tain facility, which is just a few minutes away from our current site. I want to thank the management team and the board, including the new strategy and technology committee of the board, for their exceptional diligence to evaluate manufacturing process options, equipment and suppliers, and to design processes that will help us reliably supply our customers with a scalable manufacturing process that minimizes contamination risk and product costs.
We have a lot on our plate for the coming year. I look forward to providing periodic updates on both our revenue growth and our manufacturing capacity expansion. With that, I'd like to thank everyone for your participation and close the meeting.
The meeting has now come to a close. Thank you for your participation. You may now disconnect.