Submission of Matters to a Vote of Security Holders Form 8 K

Item 5.07

Submission of Matters to a Vote of Security Holders.

On June 28, 2024, Ocugen, Inc. (the "Company") held its 2024 Annual Meeting of Stockholders (the "Annual Meeting") virtually at 8:00 a.m. ET. At the Annual Meeting, a total of 107,738,208 shares of the Company's common stock, par value $0.01 (the "Common Stock"), and 107,845,946,208 shares of Series C Preferred Stock, par value $0.01 per share ("Series C Preferred Stock"), were represented virtually or by proxy. Each whole share of Series C Preferred Stock entitles the holder to one million votes per share.

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 28, 2024:

(a) Proposal 1 - Election of Two Class I Directors. The stockholders elected each director nominee to the Board of Directors to serve as a director until the 2027 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
Shankar Musunuri, Ph. D., MBA		55,840,122			5,447,583			46,450,503
Junge Zhang, Ph. D.		54,459,369			6,828,336			46,450,503

(b) Proposal 2 - Ratification of Independent Registered Public Accountant. The Company withdrew the proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the 2024 fiscal year.

(c) Proposal 3 - Approval, on an advisory basis, of the compensation of the Company's named executive officers. The stockholders voted to approve, on an advisory basis, the compensation of the Company's named executive officers, as follows:

Votes For			Votes Against		Abstentions			Broker Non-Votes
48,751,037			10,722,166		1,814,502			46,450,503

(d) Proposal 4 - Approval of an amendment to the Company's charter to limit the liability of certain officers of the Company as permitted by recent amendments to the Delaware General Corporation Law (the 'DGCL"), as follows:

Votes For			Votes Against		Abstentions			Broker Non-Votes
49,000,962			10,333,187		1,953,556			46,450,503

The stockholders did not approve this proposal.

(e) Proposal 5 - Approval of an amendment to the Company's charter to increase the number of authorized shares of Common Stock, as follows:

Votes For			Votes Against		Abstentions			Broker Non-Votes
80,474,755,361			25,535,231,721		1,835,959,126			0

The stockholders approved this proposal.

(f) Proposal 6 - Approval of an amendment to the Company's charter to adjust voting requirements for certain future amendments to the Company's charter in accordance with recent amendments to Section 242(d) of the DGCL, as follows:

Votes For			Votes Against		Abstentions			Broker Non-Votes
48,904,416,560			10,061,624,573		2,382,951,572			46,496,953,503

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