Date of report (Date of earliest event reported): May 16, 2019


Applied DNA Sciences, Inc.

(Exact Name of Registrant as Specified in Charter)



(State or Other Jurisdiction

of Incorporation)


(Commission File Number)


(IRS Employer

Identification No.)


50 Health Sciences Drive

Stony Brook, New York 11790

(Address of Principal Executive Offices) (Zip Code)


631-240- 8800

(Registrant’s telephone number, including area code)


Not Applicable

(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))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading
  Name of each exchange on which registered
Common Stock, $0.001 par value   APDN   The NASDAQ Capital Market
Warrants to purchase Common Stock   APDNW   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 May 16, 2019, Applied DNA Sciences, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). The following proposals were voted on and approved by the Company’s stockholders at the Annual Meeting with the stockholders’ final voting results as set forth below:


Proposal 1 - to elect our board of directors, consisting of James A. Hayward, John Bitzer, III, Robert B. Catell, Joseph D. Ceccoli, Charles S. Ryan, Yacov A. Shamash, Sanford R. Simon, and Elizabeth Schmalz Ferguson, each for a one-year term or until their successors are duly elected and qualified:


Directors   For   Withheld   Broker Non-Votes
James A. Hayward   13,558,353   425,790   16,891,723
John Bitzer, III   12,680,205   1,303,938   16,891,723
Robert B. Catell   13,556,403   427,740   16,891,723
Joseph D. Ceccoli   13,383,896   600,247   16,891,723
Charles S. Ryan   13,379,010   605,133   16,891,723
Yacov A. Shamash   13,362,980   621,163   16,891,723
Elizabeth Schmalz Ferguson   13,561,715   422,428   16,891,723
Sanford R. Simon   13,559,011   425,132   16,891,723


 Proposal 2 - to approve an amendment of the 2005 Incentive Stock Plan to increase the number of shares of our common stock that can be issued pursuant thereto from 8,333,333 to 14,333,333:


For   Against   Abstain
12,120,795   1,767,973   95,375


Broker Non-Vote – 16,891,723


Proposal 3 - to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers:


For   Against   Abstain
12,234,869   1,558,236   191,038


Broker Non-Vote – 16,891,723


Proposal 4 - to approve, on a non-binding, advisory basis, the frequency of the stockholder vote on the compensation of the Company’s named executive officers:


1 Year   2 Years   3 Years   Abstain
1,922,276   172,094   11,545,087   344,686


Broker Non-Vote –16,891,723


Proposal 5 - to ratify the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2019:


For   Against   Abstain
30,304,572   432,648   138,646


Broker Non-Vote – 0







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 hereunto duly authorized.


    Applied DNA Sciences, Inc.
    /s/ James A. Hayward
    James A. Hayward
Chief Executive Officer

Date: May 20, 2019