Ocugen Inc

1. 1

   Approval of the adoption of an amendment to our Charter to increase the number of authorized shares of common stock by 250,000,000 shares

   ManagementBoard: FOR

   Stockholders are asked to approve an amendment to the Sixth Amended and Restated Certificate of Incorporation to increase authorized common stock by 250,000,000 shares (from 390,000,000 to 640,000,000), enabling issuance for financings, equity incentives, convertible note conversion, acquisitions, and other corporate purposes.

   More detail

   Proposal 1 requests shareholder approval to amend Ocugen’s Certificate of Incorporation to increase the number of authorized shares of common stock by 250 million shares, raising total authorized common shares from 390 million to 640 million. Management is pursuing this change to provide flexibility to issue equity for financing transactions, to provide sufficient shares for equity incentive plans, to enable settlement of recently issued convertible notes in shares if desirable, and to facilitate future strategic transactions without the delay and cost of a special meeting. The proxy explains that Ocugen completed a private offering of $130 million aggregate principal amount of convertible notes in May 2026 and, under the indenture, must obtain shareholder approval for increased authorized shares (or a reverse split) by September 30, 2026 to permit conversion of the notes into shares; absent approval, conversions would be cash-settled until the reserved share effective date. The Board emphasizes that adoption would not by itself issue shares or immediately dilute holders, but it would allow the Board to issue additional shares at its discretion in the future, which could dilute earnings per share and voting power if and when issued. The company frames the amendment as necessary to support growth (including prospective BLAs and partnerships) and to preserve the ability to use equity as a tool for financing, strategic collaborations, acquisitions, or employee compensation. The filing also acknowledges potential anti-takeover effects — the authority to issue additional shares could, in certain circumstances, be used in a manner that dilutes a hostile bidder or otherwise affects control — but states the amendment is prompted by business and financial considerations rather than takeover defense. The Board unanimously recommends a vote FOR, citing the need to ensure adequate authorized shares to implement the company's strategy and to allow flexibility in settling the convertible notes on favorable terms. Investors should weigh the operational and financing flexibility against the risk of dilution, and consider the indenture timeline and management’s capital-raising plans when evaluating the proposal.

2. 2

   Approval of adjournment of the Special Meeting to solicit additional proxies if there are insufficient votes

   ManagementBoard: FOR

   Authorize the Board to adjourn the Special Meeting, if necessary, to solicit additional proxies and obtain sufficient votes to approve Proposal 1; proxies granted will include discretionary authority to approve adjournments and successive adjournments as needed.

   More detail

   Proposal 2 asks shareholders to grant the Board discretionary authority to adjourn the Special Meeting to a later date or dates in order to solicit additional proxies should there be insufficient votes to approve Proposal 1 at the scheduled meeting. The proposal is procedural but consequential: approval would permit the company to extend the meeting to gather further support for the charter amendment without reconvening a new meeting or incurring the cost and delay of additional formalities. Management frames this as a protective measure to ensure stockholders have the opportunity to consider and vote on the authorized shares amendment after additional outreach, and emphasizes that it is intended to be used only if the initial vote is insufficient. The proxies solicited by the Board would be granted authority to vote to adjourn, including successive adjournments, allowing the company time-limited flexibility to continue solicitation efforts. Because Proposal 1 requires a majority of voting power of all outstanding capital stock entitled to vote generally in the election of directors, failing to secure votes at the meeting could prevent the company from meeting the indenture requirement tied to the convertible notes; this adjournment authority helps the company address that timing risk. The Board unanimously recommends a vote FOR the adjournment proposal, arguing it is in the best interests of stockholders to permit limited additional solicitation to obtain approval for Proposal 1. Investors should recognize that the adjournment itself does not change corporate governance or capital structure, but it enables management to continue soliciting votes that could lead to issuance of additional shares if Proposal 1 is later approved.

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When is the Ocugen Inc 2026 special meeting?

Ocugen Inc (OCGN) holds its 2026 special shareholder meeting on Monday, September 21, 2026.

What is the record date for the Ocugen Inc 2026 meeting?

The record date for the Ocugen Inc 2026 meeting is Monday, July 27, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Ocugen Inc's 2026 meeting?

The board is presenting 9 director nominees at the Ocugen Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Ocugen Inc 2026 meeting?

Shareholders will vote on 2 proposals at the Ocugen Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.