UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

__________________________________

SCHEDULESchedule 14A

__________________________________

Proxy Statement Pursuant to Section 14(a)
of the
Securities Exchange Act of 1934
(Amendment No. )

ImmuCell Corporation

(Exact name of registrant as specified in its charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Check the appropriate box:

IMMUCELL CORPORATION
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box)all boxes that apply):

ImmuCell Corporation

Notice of Annual Meeting of Stockholders

June 16, 202115, 2023

To the Stockholders of ImmuCell Corporation:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of ImmuCell Corporation (the Company) will be held remotely via a live audio webcast as well as a telephone conference call on Wednesday,Thursday, June 16, 202115, 2023 at 3:9:00 p.m.AM ET for the following purposes:

1.      Election of Directors:    To elect a Board of Directors to serve until the next Annual Meeting of Stockholders and until their successors are qualified and elected (Proposal One);

2.      Advisory Vote to Approve Executive Compensation:    To consider a non-binding advisory resolution on the Company’s executive compensation program (Proposal Two);

3.      Advisory Vote on Frequency of Advisory VoteWhether to Approve Executive Compensation:    Extend Common Stock Rights Plan by One Year:To conduct a non-binding, advisory vote on whether to amend the compensation paidCompany’s Common Stock Rights Plan extending its expiration date by one year to named executive officers should be submitted to stockholders for an advisory vote every one, two or three yearsSeptember 19, 2024 (Proposal Three);

4.      Ratification of the Appointment of the Independent Registered Public Accounting Firm:    To ratify the selection 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, 20212023 (Proposal Four); and

5.      Other Business:To conduct such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof, including approving any such adjournment or postponement, if necessary.

The Board of Directors has fixed the close of business on Friday, April 14, 2023 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting.

The Board of Directors has fixed the close of business on Thursday, April 15, 2021, as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting.

WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON (THROUGH THE LIVE AUDIO WEBCAST OR THE TELEPHONE CONFERENCE CALL), PLEASE COMPLETE, DATE AND SIGN THE ACCOMPANYING PROXY CARD AND RETURN IT PROMPTLY IN THE ENVELOPE ENCLOSED FOR THAT PURPOSE. THE GIVING OF SUCH PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IF YOU ATTEND THE MEETING IN PERSON (THROUGH THE LIVE AUDIO WEBCAST OR VIA THE TELEPHONE CONFERENCE CALL).

ImmuCell Corporation
56 Evergreen Drive
Portland, ME 04103

April 29, 202128, 2023

PROXY STATEMENT

20212023 Annual Meeting of Stockholders

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of ImmuCell Corporation (the Company), a Delaware corporation, of proxies to be voted at the Annual Meeting of Stockholders of the Company to be held at 3:9:00 p.m.AM ET on Wednesday,Thursday, June 16, 202115, 2023 remotely via a live audio webcast and telephone conference call, and any and all adjournments thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. This Proxy Statement and the enclosed proxy card are first being given or sent to stockholders on or about April 29, 2021.28, 2023. Stockholders who execute proxies may revoke them at any time before exercise thereof.

VOTING OF OUTSTANDING COMMON STOCK

Only stockholders of record at the close of business on Thursday,Friday, April 15, 2021,14, 2023, the record date, are entitled to notice of, and to vote at, the Annual Meeting of Stockholders and at any adjournments thereof. As of such date, there were 7,735,9927,746,864 shares of common stock of the Company issued and outstanding. Each share is entitled to one vote with respect to all matters to be acted upon at the meeting. The holders of one-third of the shares of the Company’s common stock outstanding and entitled to vote, represented at the meeting in person (during the live audio webcast and telephone conference call) or by proxy, shall constitute a quorum for the transaction of business. Votes cast in person (during the live audio webcast meeting via the telephone conference call link) or by proxy at the meeting will be tabulated by the voting inspector appointed for the meeting.

Our Board of Directors is asking for your proxy. Giving us your proxy means that you authorize the persons named in this proxy to vote your shares at the Annual Meeting in the manner that you direct, or if you do not direct us in your signed proxy, in the manner as recommended by the Board of Directors in this Proxy Statement. You can vote for the director nominees or withhold your vote for one or all nominees. You also can vote for or against the other proposals (or, in the case of votes on Proposal Three, for every year, every two years or every three years) or abstain from voting. If you request a proxy card, and return your signed proxy card, but do not give voting instructions, the shares represented by that proxy will be voted FOR each proposal (or, in the case of Proposal Three, for every year).proposal.

With regard to the election of directors (Proposal One), votes may be cast in favor or withheld. The nominees for director receiving a plurality of the votes cast by the holders of the common stock represented at the meeting in person or by proxy will be elected. This means that the sevensix nominees receiving the largest number of votes cast will be elected.

With respect to Proposal Two, the Company is providing you with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of the fourthree executive officers named in the “SUMMARY COMPENSATION TABLE” under “EXECUTIVE COMPENSATON”, as disclosed in this Proxy Statement in accordance with the rules of the Securities and Exchange Commission (SEC). This proposal, which is commonly referred to as “say-on-pay”, is required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, which added Section 14A to the Securities Exchange Act of 1934 (Exchange Act). The affirmative vote of the holders of a majority of the shares of the Company’s common stock represented at the meeting is required to approve Proposal Two. Abstentions and votes against may be specified on this proposal. Since the approval of Proposal Two requires the approval of the holders of a majority of the shares of the Company’s common stock represented at the meeting, abstentions, broker non-votes (see below) and votes against will have the effect of a negative vote.

A plurality of votes cast will be usedWith respect to determineProposal Three the results ofCompany is providing you with the opportunity to vote to approve, on a non-binding, advisory basis, an amendment to the Company’s Common Stock Rights Plan extending its expiration date by one year from September 19, 2023 to September 19, 2024. The affirmative vote onof the holders of a majority of the shares of the Company’s common stock represented at the meeting is required to approve Proposal Three. Abstentions and votes against may be specified on this proposal. Since the approval of Proposal Three requires

the approval of the holders of a majority of the shares of the Company’s common stock represented at the meeting, abstentions, broker non-votes (see below) and votes against will have the effect of a negative vote. However, recognizing that there may be a substantial number of broker non-votes, the Company’s Board of Directors, which has the authority to amend the Common Stock Rights Plan, intends to be guided by the votes actually cast on this proposal in deciding whether to extend the expiration date of such plan by one year.

Brokers cannot vote on their customers’ behalf on “non-routine” proposals such as Proposals(Proposals One, Two and Three, or with respect to the election of directors (Proposal One),Three) without voting instructions from their customers. Because brokers require their customers’ direction to vote on such non-routine matters, it is critical that stockholders provide

EXPENSES AND SOLICITATION

The cost of preparing, assembling, and mailing the proxy material and of reimbursing banks, brokers, nominees and fiduciaries for the out-of-pocket and clerical expenses of transmitting copies of the proxy material to the beneficial owners of shares held of record by such persons will be borne by the Company. Although the Company reserves the right to do so, the Company does not currently intend to solicit proxies otherwise than by use of the mail, but certain officers, employees and advisors of the Company, without additional compensation, may use their personal efforts, by telephone or otherwise, to obtain proxies.

LEADERSHIP STRUCTURE OF THE BOARD OF DIRECTORS

With approval from the Board of Directors, the Compensation and Stock Option Committee determined that the title of President and CEO should be given to an individual not being the same person holding the title of Chair. The objective of this policy is to avoid a concentration of authority in any one person. Mr. Michael F. Brigham has served as President and CEO since February 2000. He also serves as the Company’s Principal Financial Officer. Mr. Brigham is responsible for the day-to-day operations of the Company and for managing the actions of the two other executive officers, as well as those of several senior managers. Since February 2013, Dr. David S. Tomsche has served as Chair of the Board of Directors.Directors, leading the Company as its independent non-executive board chair. Dr. Tomsche works with the CEO in preparing the agenda for each board meeting and presides over all board meetings and meetings of the non-employee directors. He provides advice to the CEO and serves as principal liaison between the board and the CEO. Ms. Bobbi Jo Brockmann has served as Vice President of Sales and Marketing since February 2015. Ms. Elizabeth L. Williams has served as Vice President of Manufacturing Operations since April 2016. Dr. Joseph H. Crabb has served as Vice President and Chief Scientific Officer sincefrom December 1998 to February 2022, and he also served as Chair of the Board of Directors from June 2009 to February 2013. It is the policy of the Board of Directors to have a portion of the meeting without the presence of the executive officers each time that the board or any of its committees meets to assure that candid discussions of business matters are conducted with and without the influence of the executive officers. The board delegates certain authority and responsibility to its committees, as described below.

The Board of Directors has established a Compensation and Stock Option Committee (Compensation Committee) for the purpose of reviewing and recommending salary, bonus and other benefits for executive officers and directors of the Company. The Compensation Committee is responsible for administering the Company’s 2010 Stock Option and Incentive Plan and the 2017 Stock Option and Incentive Plan. The Compensation Committee’s current members are Ms. Basse, Mr. Cunningham and Mr. Rothschild,Rosgen, each of whom are independent directors. Mr. Cunningham serves as Chair of the Compensation Committee. The Compensation Committee held nineeight meetings during the year ended December 31, 2020.2022. The Compensation Committee does not have a charter but instead operates within the authority provided by the Company’s By-laws and authorizing resolutions adopted by the board. Its recommendations on executive and director compensation are subject to review and final approval by the Board of Directors, a majority of whose members are independent directors. The Compensation Committee considers recommendations from Mr. Brigham, the Company’s President and CEO, provides the Compensation Committee with recommendations relevant to a determination of executive and director compensation, but neither he nor Ms. Brockmann participates in votes of the Compensation Committee or the board in this regard. In recent years, the Compensation Committee has not retained or relied upon outside consultants to assist in its determination of executive or director compensation but does consider available compensation data. During the end of 2021 and beginning of 2022, the Compensation Committee did consider certain information provided by a consultant.

The Board of Directors has established a Nominating Committee for the purpose of recommending to the full board the number of directors to serve on the board, criteria for board membership and nominees for election to the board. In doing so, the Nominating Committee considers the integrity and relevant business experience of each nominee. All nominees included on this year’s proxy card were recommended by the Nominating Committee and then approved by a vote of the board. The Nominating Committee values diversity, believing that the Company benefits

DIRECTOR COMPENSATION

The following table contains information as to the compensation paid by the Company to its non-executive directors for services rendered during the year ended December 31, 2020:2022:

____________

(1)      This amount represents the total non-cash compensation expense related to new stock option grants,options granted during the year ended December 31, 2022, which is being expensed over the three-year vesting period from grant date.

Officers of the Company, who are also directors, do not receive additional compensation for attendance at Board of Directors’ meetings or committee meetings.meetings (and no such employee directors are members of any of the Company’s Committees). Effective JulyJanuary 1, 2017, the2022, this annual fee paid to non-employee directors was increased from $20,000$24,000 to $24,000 (payable in four equal installments in advance to each non-employee director serving as a director as$28,000. Effective January 1, 2022, compensation for members of the first day of each quarter).Audit Committee was set at $2,000 per year. Effective January 1, 2013, the additional compensation for the Chair of the Board of Directors was set at $12,000 per year (payable(Dr. Tomsche served as Chair during 2022). These fees are payable in four equal installments in advance as of the first day of each quarter).quarter. No increaseother increases in these fees hashave been made since then.those noted above.

On March 19, 2018, each of Mr. Cunningham, Mr. Rosgen, Dr. Tomsche and Mr. Wainman were granted non-qualified stock options to purchase 15,000 shares of common stock under the 2017 Stock Option and Incentive Plan. These options had an exercise price equal to $7.08 per share, which was the fair market value of the common stock on the date of grant, and they vested on March 18, 2021. These options expired March 18, 2023. At the time first appointed to the board, Ms. Basse was granted a non-qualified stock option to purchase 15,000 shares of common stock under the 2017 Stock Option and Incentive Plan with terms similar to those previously granted to all other directors. Ms. Basse’s options hadhave an exercise price equal to $4.81 per share, which was the fair market value of the common stock on the date of grant (June 29, 2020), and vest on June 29,28, 2023. These options expire if not exercised by June 29,28, 2025 or, if earlier, within one month (twelve months if in the case of death or disability) after termination of service as a director. On March 19, 2018,June 17, 2021, each of the then current five outside directors were granted non-qualified stock options to purchase 15,00010,000 shares of common stock under the 2017 Stock Option and Incentive Plan. These options have an exercise price equal to $7.08$10.04 per share, which was the fair market value of the common stock on the date of grant, and they vestedvest on March 19, 2021.June 16, 2024. These options expire if not exercised by March 18, 2023June 16, 2026 or, if earlier, within one month (twelve months in the case of death or disability) after termination of service as a director. On December 15, 2022, each of the five outside directors were granted non-qualified stock options to purchase 10,000 shares of common stock under the 2017 Stock Option and Incentive Plan. These options have an exercise price equal to $6.52 per share, which was the fair market value on the date of grant, and they vest on December 14, 2025. These options expire if not exercised by December 14, 2027 or, if earlier, within one month (twelve months in the case of death or disability) after termination of service as a director.

INDEMNIFICATION AGREEMENTS

The Company has entered into indemnification agreements with its directors and executive officers in substantially the form approved by the stockholders at the 1989 Annual Meeting, as recently updated. The agreements include procedures for reimbursement by the Company of certain liabilities and expenses which may be incurred in connection with service as a director or executive officer. The Company expects to enter into indemnification agreements with individuals who become directors in the future, as well as such executive officers of the Company as the Board of Directors may from time to time determine.

EXECUTIVE COMPENSATION

Under the By-laws, executive officers are elected by the Board of Directors at its first meeting following each Annual Meeting of Stockholders of the Company, and each serves for a one-year term and until his or her successor is chosen and qualified, but all officers are employees of the Company “at will”, and their service may be terminated at any time without payment of severance or similar benefits, except as described below under “EMPLOYMENT AGREEMENTS”. TheAs of the date of this Proxy Statement, the Company has fourthree executive officers, as follows:

MICHAEL F. BRIGHAM: Information concerning the background and experience of Mr. Brigham and the period during which he has served in his current capacity is set forth below under the caption “ELECTION OF THE BOARD OF DIRECTORS (Proposal One)”.

BOBBI JO BROCKMANN:Information concerning the background and experience of Ms. Brockmann and the period during which she has served in her current capacity is set forth below under the caption “ELECTION OF THE BOARD OF DIRECTORS (Proposal One)”.

JOSEPH H. CRABB, Ph.D.:    Dr. Crabb (Age: 66) was elected Vice President of the Company in December 1998, while maintaining the title of Chief Scientific Officer. He has served as Chief Scientific Officer since September 1998. Prior to that, he served as Vice President of Research and Development since March 1996. Prior to that, he served as Director of Research and Development and Senior Scientist since originally joining the Company in November 1988. He served as a Director of the Company from March 2001 (having previously served in that capacity from March 1999 until February 2000) until September 2017. He served as Chair of the Board of Directors from June 2009 to February 2013. Concurrent with his employment, he has served on national study sections and advisory panels, served as a peer reviewer, and held several adjunct faculty positions. Prior to joining the Company in 1988, Dr. Crabb earned his Ph.D. in Biochemistry from Dartmouth Medical School and completed postdoctoral studies in microbial pathogenesis at Harvard Medical School, where he also served on the faculty.

ELIZABETH L. WILLIAMS: Ms. Williams (Age: 65)67) joined the Company during Aprilthe second quarter of 2016 as Vice President of Manufacturing Operations. Previously, she led the U.S. Region for Zoetis as Vice President, Global Manufacturing and Supply. Prior to that, she held multiple Site Leader positions at Pfizer Animal Health facilities in Lincoln, Nebraska (2008-2011), Conshohocken, Pennsylvania (2006-2008) and Lee’s Summit, Missouri (2003-2006). She led the manufacturing organization (1999-2003) and the Process and Product Development group (1995-1999), achieving registration, approval and successful scale-up of five new products at the Lee’s Summit facility. She earned her Masters of Business Administration from Rockhurst University in Kansas City, Missouri and her Bachelor’s degree in Biology from the University of Missouri.

$22,500 and awarded 18,000 stock options with an exercise price of $8.15 per share in variable compensation related to her 20192021 performance. Effective February 25, 2023, the annual salary for Ms. Brockmann was increased by 3.5% to $270,606, and she was paid a discretionary bonus of $25,000 on March 1, 2023. Effective January 30, 2021, the annual salary for Ms. Williams was increased by 4% to $246,707. Effective February 26, 2022, the annual salary for Ms. Williams was increased by 4% to $256,575. Effective February 25, 2023, the annual salary for Ms. Williams was increased by 3.5% to $265,555.

Effective December 1, 20202021 through November 30, 2021,2022, the Company expects to contributecontributed approximately $15,978$17,450 per year towards the cost of family health insurance coverage for alleach full-time employeesemployee electing this coverage. Effective December 1, 2022 through November 30, 2023, this annual contribution is $18,400. Mr. Brigham and Ms. Brockmann elected this coverage. Effective December 1, 20202021 through November 30, 2021,2022, the Company expects to contributecontributed approximately $10,753$11,672 per year towards the cost of employee and spouse health insurance coverage for alleach full-time employeesemployee electing this coverage. Effective December 1, 2022 through November 30, 2023, this annual contribution is $12,600. Ms. Williams elected this coverage. Dr. Crabb pays for his own health insurance.

financial performance objectives are achieved during 2022. The incentive compensation related to Re-Tain® was not earned during 2022, and the financial objectives described in the 2022 Brockmann Incentive Agreement were not achieved during 2022, and so the additional $80,000 amount was not earned pursuant to the 2022 Brockmann Incentive Agreement. Effective March 28, 2023 the Company entered into a Third Amended and Restated Incentive Compensation Agreement with Ms. Brockmann (the “2023 Brockmann Incentive Agreement”) that replaces and supersedes the 2022 Brockmann Incentive Agreement in its entirety. The 2023 Brockmann Incentive Agreement, among other things, (i) extended the potential set forth in the 2022 Brockmann Incentive Agreement for Ms. Brockmann to earn an additional $50,000 within one year after regulatory approval of Re-Tain® if she is still an employee of the Company at that time and an additional $50,000 two years after regulatory approval of Re-Tain® if she is still an employee of the Company at that time, subject to acceleration in the event of a Change of Control (as defined in the 2023 Brockmann Incentive Agreement) or the sale or license by the Company of all or substantially all of the rights to manufacture and sell Re-Tain® if Ms. Brockmann is an employee of the Company at the time of such Change of Control, sale or license and (ii) provided for the potential for Ms. Brockmann to earn up to an additional $80,000 if certain financial performance objectives are achieved during 2023.

Effective November 11, 2022, the Company entered into an amended and restated incentive compensation agreement with Ms. Williams (the “2022 Williams Incentive Agreement”) that superseded and replaced in its entirety a previous contract. The 2022 Williams Incentive Agreement provided, among other things, for the potential for Ms. Williams to earn up to an additional $150,000 if certain regulatory milestones with respect to Re-Tain® were achieved while she is still an employee of the Company, subject to acceleration in the event of a Change of Control (as defined in the 2022 Williams Incentive Agreement) or the sale or license by the Company of all or substantially all of the rights to manufacture and sell Re-Tain®. This incentive compensation was not earned during 2022. Effective March 28, 2023, the Company entered into a Fourth Amended and Restated Incentive Agreement with Ms. Williams (the “2023 Williams Incentive Agreement”) that replaces and supersedes the 2022 Williams Incentive Agreement in its entirety. The 2023 Williams Incentive Agreement extended the potential set forth in the 2022 Williams Incentive Agreement for Ms. Williams to earn up to an additional $150,000 if certain regulatory milestones with respect to Re-Tain® are achieved while she is still an employee of the Company, subject to acceleration in the event of a Change of Control (as defined in the 2023 Williams Incentive Agreement) or the sale or license by the Company of all or substantially all of the rights to manufacture and sell Re-Tain® if Ms. Williams is an employee of the Company at the time of such Change of Control, sale or license.

OUTSTANDING EQUITY AWARDS

Stock options are the only outstanding form of equity awards to the Company’s employees and directors. The following table contains information on stock options held by the Company’s named executive officers that were outstanding as of December 31, 2020:2022:

____________

(1)      These stock options became/become exercisable three years after the date of grant.

PAY VERSUS PERFORMANCE

The following tables and related disclosures provide certain information regarding the relationship between the compensation actually paid to Mr. Brigham, the Company’s President and CEO (CEO), and its other named executive officers (the Other NEOs) and the Company’s financial performance, as required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K. This disclosure does not necessarily reflect value actually realized by the executives or how the Compensation Committee evaluates compensation decisions in light of Company or individual performance.

The following table sets forth the following for each of the last two completed fiscal years: (i) the total compensation of the CEO and the average of the total compensation paid to the Other NEOs, as presented in the Summary Compensation Table above, (ii) the compensation “actually paid” to the CEO and the average compensation “actually paid” to the Other NEOs, calculated pursuant to Regulation S-K, (iii) our Total Shareholder Return (TSR), illustrating the value, as of the last day of the indicated fiscal year, of an investment of $100 in the Company’s common stock as of December 31, 2020 (approximately 16.81 shares valued at $5.95 per share) and (iv) our net (loss) as reflected in our audited financial statements for the applicable year.

Description of Relationship Between CEO and Other NEO Compensation Actually Paid and Net (Loss) of the Company

The following chart sets forth the relationship between Compensation Actually Paid to our CEO, and the average of Compensation Actually Paid to Other NEOs, and the Company’s Net (Loss) during the two-year period ended December 31, 2022.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information known to the Company regarding beneficial ownership of the Company’s common stock as of April 15, 202114, 2023 of (i) each person known to the Company to be the beneficial owner of more than five percent of the Company’s common stock, (ii) each of the Company’s directors, (iii) each of the Company’s executive officers named in the “SUMMARY COMPENSATION TABLE” above, (iv) the five largest stockholders listed in this table as a group and (v) all directors and named executive officers of the Company as a group:

____________

(1)      The persons named in the table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them, subject to the information contained in the footnotes to this table. The figures in the table include shares of common stock covered by stock options which are currently exercisable or will become exercisable within 60 days of the date of this Proxy Statement.

(2)      The address for the Pessins is 400 East 51st Street, PH31, New York, NY 10022. The Pessins have indicated that each of them has sole voting and dispositive/investment power with respect to the shares of common stock owned by them individually: Norman H. Pessin–703,636 shares (9.1%), Sandra F. Pessin–401,819 shares (5.2%) and Brian L. Pessin–110,682 shares (1.4%).

(3)      The address for Mr. Rothschild is c/o Arterio, Inc., 1061-B Shary Circle, Concord, CA 94518. This figure includes 226,416 shares of common stock held by Arterio Inc., a corporation owned solely by Mr. Rothschild, and 15,000 vested stock options.Rothschild.

(4)      This figure includes 45,000 vested stock options that are described in the “OUTSTANDING EQUITY AWARDS” table and 11,000 shares of common stock held by the mother of Mr. Brigham. Mr. Brigham also holds 1,000 unvested stock options that were granted during 2022.

(5)      Dr. Crabb holds these shares of common stock jointly with his former spouse. He is listed in this table for informational purposes because he is one of the five largest stockholders.

(6)      This figure includes 1,0006,987 shares of common stock held by immediate family members of Dr. Tomsche. Dr. Tomsche also holds 20,000 unvested stock options.

(7)      This figure is comprised of 52,500 vested stock options that are described in the “OUTSTANDING EQUITY AWARDS” table.

(6)      This figure includes 6,092 shares of common stock held by immediate family members of Dr. Tomsche and 15,000 vested stock options.

(7)      This figure is comprised of 42,500 vested stock options. Ms. Williams also holds 10,0001,000 unvested stock options that are described in the “OUTSTANDING EQUITY AWARDS” table.were granted during 2022.

(8)      This figure includes 7,466 shares of common stock held by Ms. Brockmann and 1,055 shares of common stock held jointly with her spouse and 32,50037,500 vested stock options. Ms. Brockmann also holds 10,000 unvested stock options that are described in the “OUTSTANDING EQUITY AWARDS” table. Ms. Brockmann also holds 18,000 unvested stock options that were granted during 2022.

(9)      This figure includes 15,00016,000 shares of common stock held by the Cunningham Family Revocable Trust, over which Mr. Cunningham has sole voting and dispositive/investment power, and 15,000 vestedpower. Mr. Cunningham also holds 20,000 unvested stock options.

(10)    This figure includes 15,000 vested stock options.

(11)    This figure is comprised of 15,000 vestedshares of common stock, which are exercisable within 60 days of the date of this Proxy Statement. Ms. Basse also holds 20,000 unvested stock options.

(11)    Mr. Wainman also holds 20,000 unvested stock options.

(12)    Ms. BasseMr. Rosgen holds 15,00020,000 unvested stock options.

(13)    This figure includes 76,000150,000 shares of common stock covered by stock options, which are currently exercisable.exercisable within 60 days of the date of this Proxy Statement.

(14)    This figure includes 196,00045,000 shares of common stock covered by stock options, which are currently exercisable.

The Company does not permit employees or directors to engage in hedging transactions with respect to the Company’s stock.

ELECTION OF THE BOARD OF DIRECTORS (Proposal One)

Each of the sevensix persons listed below has been nominated to serve as a director until the next Annual Meeting of Stockholders and until his or her successor is chosen and qualified. Proxies in the enclosed form which are executed and returned will be voted (unless otherwise directed) FOR election as directors of the nominees listed below:

Each of these individuals brings distinct skills, perspectives and attributes to the Board of Directors. Ms. Basse has extensive animal health marketing experience. Mr. Brigham is an executive officer who has been employed by the Company since 1989 and has a financial and accounting background. Ms. Brockmann is an executive officer who has been employed by the Company since 2010 and has extensive experience in the sales and marketing of products to the dairy and beef industries. Mr. Cunningham is the Chief Commercial Officer of a global animal health company and brings to the board substantial expertise in our industry. Mr. Rosgen has a depth of experience in sales and marketing and product branding. Dr. Tomsche is a veterinarian and owner of a distribution outlet of products and services for animals, as well as an investor in and owner of dairy farms, and brings to the board substantial expertise in our industry. Mr. Wainman has extensive managerial and financial training and expertise.

There is no family relationship between any executive officer, director, or person nominated or chosen by the Company to become a director. Except for Mr. Brigham and Ms. Brockmann (both of whom are Company employees), each of the Company’s existing directors or nominees qualifies as an “independent director” as defined under applicable NASDAQ Stock Market rules. In evaluating the independence of directors, the board did consider the matters described above under the caption “CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS”. If any of the individuals named above should not be available for election as contemplated, it is the intention of the persons named in the proxy to vote for such other person or persons as management may recommend. Management has no reason to believe any nominees will be unavailable. Any vacancies that may occur during the year may be filled by the Board of Directors to serve until the next Annual Meeting.

Mr. David S. Cunningham has decided not to stand for re-election to the Board of Directors. He was thanked for his service to the Company since 2011.

Under Nasdaq’s Board Diversity Rule, all operating companies listed on Nasdaq’s U.S. exchange are required to publicly disclose diversity statistics regarding their Board of Directors using the Board Diversity Matrix. The following chart describes the diversity characteristics of the seven directors serving the Company as of the filing date of this Proxy Statement:

NON-BINDING, ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (Proposal Two)

As required by Section 14A of the Exchange Act, which was enacted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Company is asking its stockholders to approve, on a non-binding, advisory basis, the compensation of its named executive officers, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC. This proposal is commonly referred to as “say-on-pay.” We currently present such proposal to stockholders on an annual basis.

We maintain a simple executive compensation program that consists almost entirely of base salary and periodic stock option grants, with the possibility of annual discretionary bonuses. No annualbonuses and some contractually delineated bonus has beenopportunities described above. Annual bonus payments awarded to these named executive officers by the Company since 2007 with the exception ofhave been limited to $25,000, $22,500, $12,645, $15,000 and $20,000 of variable compensation and discretionary bonuses paid to Ms. Brockmann in March 2023, March 2022, February 2021, February 2020 and April 2019, respectively, and a $5,000 discretionary bonus paid to Ms. Williams in February 2020 and a $10,000 discretionary bonus paid to Dr. Crabb in October 2018.2020. These elements of compensation have been selected by the Compensation and Stock Option Committee (Compensation Committee) because the Compensation Committee believes that they effectively achieve the fundamental goals of our compensation program, which are to attract, motivate, retain and reward exceptionally talented executives; to align executive interests and stockholder interests through an appropriate mix of long-term and short-term incentives; and to maximize the financial efficiency of the program from risk, tax, accounting, and cash flow perspectives.

Except as described below andabove, including under “EMPLOYMENT AGREEMENTS” above, the Company does not provide any compensation or benefit plans to these named executive officers that are not also available to other employees. The Company differentiates among key employees primarily based on size of base salary and size and frequency of stock option grants. Annual compensation decisions for the named executive officers are made by the Compensation Committee based on performance and market-related factors. Features of our compensation program for the named executive officers include the following:

•        A majority of total compensation is fixed but is regularly reviewed and evaluated based on both long-term and short-term corporate performance.

•        During 2016,As described above under EMPLOYMENT AGREEMENTS, the Company has entered into a Deferred Compensation Agreement with Mr. Brigham providing for certain deferred compensation and severance payments to Mr. Brigham under certain circumstances.

•        As also described above under EMPLOYMENT AGREEMENTS, the Company has entered into incentive compensation agreements with Ms. Brockmann and Ms. Williams linking their totaleach of the named executive officers that provide for certain variable compensation toif certain salesfinancial results and regulatory approval objectives. These agreements were replaced and updated during 2019. This 2019 agreement for Ms. Brockmann was replaced and updated during 2020 and 2021.

•        Effective March 25, 2020, the Company entered into a Severance Agreement with Mr. Brigham. Under the terms of this agreement, the Company agreed to pay this executive (or his estate) 75% of his then current salary plus accrued and unused paid time off in the event of the involuntary termination of his employment by the Company (except for cause) or in the event of termination by him for good reason.objectives are achieved.

•        Equity awards, which consist of stock options, generally vest after a three-year period. The Compensation Committee believes that such awards, as well as their vesting schedules, align the interests of key employees and stockholders.

•        From time to time, the Compensation Committee reviews compensation against a peer group (companies of similar size and structure and most often in the same industry) and considers the opinions of independent consultants with regards to the estimated replacement costs for current executive officers to ensure that our total compensation is both competitive and appropriate.

•        The Compensation Committee annually reviews risk associated with our compensation program to ensure that our program does not create incentives that would encourage subjecting the Company to risks that are reasonably likely to have a material adverse effect on the Company.

The Company is asking its stockholders to indicate their support for the executive compensation as described in this Proxy Statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the named executive officers and the philosophy, policies and practices described in this proxy statement. Our Board of Directors is asking stockholders to approve a non-binding, advisory vote on the following resolution:

RESOLVED, that the compensation paid to the named executive officers of the Company, as disclosed pursuant to Item 402 of Regulation S-K, including the “SUMMARY COMPENSATONCOMPENSATION TABLE” and “OUTSTANDING EQUITY AWARDS” table, is hereby approved.

At various times over the years, the Company’s Board of Directors has voted to authorize amendments of the Rights Agreement to extend the Final Expiration Date, which is currently September 19, 2023. The Company’s Board of Directors also has voted to authorize amendments to increase the ownership threshold for determining “Acquiring Person” status to 20%. During the second quarter of 2015, the Company’s Board of Directors also voted to authorize an amendment to remove a provision that prevented a new group of directors elected following the emergence of an Acquiring Person (an owner of more than 20% of the Company’s stock) from controlling the Rights Plan by maintaining exclusive authority over the Rights Plan with pre-existing directors. The Board did this because such provisions have come to be viewed with disfavor by Delaware courts. Each time that the Rights Plan was amended the Company is asking whetherentered into amendments to the non-binding, advisory vote onRights Agreement with the compensation paidRights Agent reflecting such extensions, threshold increases or provision changes. No other changes have been made to the terms of the Rights or the Rights Agreement.

Shareholder rights plans such as the Rights Plan have come under increased scrutiny and criticism in recent years. Despite that, the Company’s Board of Directors has continued the Rights Plan in effect due to ongoing concerns that the market price of the Company’s stock did not fairly reflect the potential value of the Company’s existing product lines and its named executive officers should occur every year, every two years or every three years. Theproducts that are in advanced stages of development, and that the relatively small market capitalization of the Company asks that you support a frequency period of every year for future non-binding, advisory stockholder votes on the compensation paid to its named executive officers. Your vote on this Proposal Three is a non-binding, advisory vote, which means thatrendered the Company and its shareholders particularly vulnerable to unsolicited and inadequately priced acquisition efforts. The Board has decided that, rather than unilaterally extend the Board are not required to take any action based on the outcomeRights Plan, it would seek an advisory vote of the vote. However,stockholders to gauge stockholder support for continuing the Board valuesRights Plan before taking further action or, alternatively, allowing the opinions of stockholders, andRights Plan to the extent there is any significant vote in favor of one frequency over the other options, the Board will consider the sentiment of stockholders and evaluate any appropriate next steps.expire.

The Board of Directors does believe that current market prices still do not reflect the full value of the Company and, on that basis, recommends that you vote FOR the approval of the advisory vote onto extend the frequency of voting on the compensation paid to the Company’s named executive officers to be held everyRights Plan by one year.

Set forth below is a summary of the fees incurred for services rendered by the Company’s Independent Registered Public Accounting Firms,Firm, Wipfli LLP and RSM US LLP, for the years ended December 31, 20202022 and 2019:2021:

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(1)      The Audit Fees include fees billed by or accrued for the auditors for their reviews of the quarterly financial statements included in the Company’s Quarterly Reports on Form 10-Q for the first three quarters of each year and their audits of the annual financial statements included in the Company’s Annual Reports on Form 10-K and charges related to special projects outside of the scope of the quarterly reviews and annual audits (including the preparation of our Registration Statement on Form S-3 and related Prospectus Supplements) and incidental expenses.

(2)      Audit-Related-Fees-Related Fees include fees paid to Wipfli LLP during 20202022 related to work outsidethe restatement of the audit scope related to leasesCompany’s Quarterly Reports on Form 10-Q for the three-month periods ended June 30, 2022 and Critical Accounting MattersMarch 31, 2022 and fees paid to RSM US LLP during 20192021 related to issuing a consent for our Registration Statement on Form S-3 and for providing access for Wipfli LLP to review their work papers.

(3)      These fees are for the preparation of the Company’s tax returns. The 2019 and 2020 tax returns were and are being prepared by a firm that is not its Independent Registered Public Accounting Firm..

Pre-Approval Policy

In accordance with the procedures set forth in its charter, the Audit Committee pre-approves all auditing services and permitted non-audit services (including the fees and other terms of those services) to be performed for the Company by its Independent Registered Public Accounting Firm. Such approval may be accomplished by approving the terms of the engagement prior to the engagement of the Independent Registered Public Accounting Firm with respect to such services or by establishing detailed pre-approval policies and procedures to govern such engagement. The Audit Committee authorizes management to spend up to $5,000 per year for services that are not anticipated at the time of the engagement, provided that the Audit Committee is promptly informed of such services.

AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors reviews the financial reporting process, the system of internal controls, the audit process and the process for monitoring compliance with certain applicable laws and regulations. The Audit Committee is responsible for selecting and hiring the Independent Registered Public Accounting Firm and meets with those accountants (in person or by telephone) before each quarterly press release concerning the Company’s financial results. The Audit Committee approves the public disclosure and filing with the SEC of the related press releases. After reviewing the quarterly and annual reports that are prepared by management, the Audit Committee authorizes the filing of such reports with the SEC. All members of the Audit Committee meet the heightened independence and expertise requirements for audit committees under applicable NASDAQ Stock Market rules. Mr. Rothschild has served as a member of the Audit Committee since 2008. Mr. Wainman joined the Audit Committee effective March 31, 2014 and serves as its Chair. Mr. Rosgen joined the Audit Committee as of April 2018. Dr. Tomsche joined the Audit Committee in June 2021. The Audit Committee currently operates under a charter adopted by the board in 2004. The Company has a January 1st to December 31stfiscal year. The Audit Committee met eighteleven times and took action by unanimous written consent twice during 2020.2022.

The Audit Committee has reviewed the Company’s audited financial statements for the year ended December 31, 20202022 and discussed such statements with management and Wipfli LLP, the Company’s independent registered public accounting firm for 2020.2022. The Audit Committee has discussed with Wipfli LLP various communications that Wipfli LLP is required to provide to the Audit Committee including the matters required to be discussed by Public Company Accounting Oversight Board (PCAOB) Auditing Standards No. 1301 (Communication with Audit Committees). The Audit Committee received from Wipfli LLP the written disclosures and the letter required by applicable requirements of the PCAOB concerning independence and has discussed the auditor’s independence with them.

Based on the review and discussions noted above, the Audit Committee recommended to the board that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 20202022 and be filed with the SEC.

This report of the Audit Committee shall not be deemed incorporated by reference by any general statement incorporating this Proxy Statement by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates this information by reference and shall not otherwise be deemed filed under such Acts.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16 of the Securities Exchange Act of 1934 requires the Company’s directors, executive officers and persons who own more than ten percent of a registered class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) reports they file. During the year ended December 31, 2022, the Form 3 for Ms. Basse was filed late and five Form 4’s reporting non-qualified stock option grants to Ms. Basse, Mr. Cunningham, Mr. Rosgen, Dr. Tomsche and Mr. Wainman that were due in December 2022 were not filed until January 2023. To the best of the Company’s knowledge, based solely on review of the copies of such reports furnished to the Company and written representations that no other reports were required, during the year ended December 31, 2020,2022, the Company’s directors, executive officers and greater than ten percent beneficial owners complied on a timely basis with all applicable Section 16(a) filing requirements.requirements, except for the late reports described above.