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TMCNet:  LIPOCINE INC. FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

[June 11, 2014]

LIPOCINE INC. FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 10, 2014, at the annual general meeting of shareholders of Lipocine Inc.

(the "Company"), shareholders approved the adoption of the Company's 2014 Stock Incentive Plan, which had previously been approved by the Company's Board of Directors, subject to stockholder approval. A description of the Company's 2014 Stock Incentive Plan is set forth in the Company's 2014 Proxy Statement filed with the Securities and Exchange Commission on April 29, 2014 under the caption "Proposal No. 3 - Approval of Our 2014 Stock Incentive Plan", and is incorporated herein by reference. The description of the Company's 2014 Stock Incentive Plan is qualified in its entirety by reference to the full text of such plan, which was attached to the Company's 2014 Proxy Statement as Appendix II and is incorporated herein by reference.


Item 5.07 Submission of Matters to a Vote of Security Holders On June 10, 2014, the Company held its annual general meeting of shareholders, at which time the following items were voted upon: (1) Election of Directors. The Company's shareholders elected for a one-year term five persons nominated for election as directors. The following table sets forth the vote of the shareholders at the meeting with respect to the election of directors: Broker Nominee For Withheld Non-Vote Mahesh V. Patel 7,236,296 553,247 885,352 Dr. Stephen A Hill 7,789,543 - 885,352 Jeffrey A. Fink 7,789,543 - 885,352 John W. Higuchi 7,688,296 101,247 885,352 Dr. Richard Dana Ono 7,789,543 - 885,352 There were no abstentions with respect to the election of directors.

(2) Approval and Adoption of Amended and Restated Certificate of Incorporation.

The Company's shareholders did not approve and adopt the terms of the amended and restated certificate of incorporation that provided for the Company to, among other things, authorize the classification of the Board of Directors into three classes with staggered terms. The following table sets forth the vote of the shareholders at the meeting with respect to this amendment: For Against Abstain Broker Non-Vote 7,537,448 251,803 292 885,352 (3) Approval and Ratification of the Company's 2014 Stock Incentive Plan. The Company's shareholders approved and ratified the Company's 2014 Stock Incentive Plan, which previously had been approved by the Company's Board of Directors, subject to shareholder approval.

For Against Abstain Broker Non-Vote 7,639,727 145,964 3,852 885,352 (4) Ratification of Appointment of Independent Registered Public Accounting Firm.

The Company's shareholders voted upon and ratified the appointment of KPMG LLP as the Company's independent registered public accountants for the fiscal year ending December 31, 2014. The following table sets forth the vote of the shareholders at the meeting with respect to the appointment of KPMG LLP: For Against Abstain 8,674,603 - 292 There were no broker non-votes in the ratification of appointment of KPMG LLP as the Company's independent registered public accountants for the fiscal year ending December 31, 2014.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibit.

10.1 Lipocine Inc. 2014 Stock Incentive Plan (incorporated herein by reference to the Definitive Proxy Statement filed by Lipocine Inc. on April 29, 2014).

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