Vericel Corporation
Vericel Corp (Form: 8-K, Received: 05/05/2017 16:46:19)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 


 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported):

May 3, 2017

 


 

Vericel Corporation

(Exact Name of Registrant as Specified in Charter)

 

Michigan

 

001-35280

 

94-3096597

(State or Other

 

(Commission

 

(IRS Employer

Jurisdiction of

 

File Number)

 

Identification No.)

Incorporation)

 

 

 

 

 

 

 

 

 

64 Sidney Street
Cambridge, MA

 

02139

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (800) 556-0311

 

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 Instructions A.2.):

 

o                       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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   o

 

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.   o

 

 

 



 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

At its Annual Meeting of Shareholders held on May 3, 2017 (the “Annual Meeting”), the shareholders of Vericel Corporation, a Michigan corporation (the “Company”) voted on the following matters, which are described in detail in the Company’s Proxy Statement filed with the U.S. Securities and Exchange Commission on March 20, 2017: (i) to elect each of Robert L. Zerbe, Alan L. Rubino, Heidi Hagen, Steven Gilman, Kevin McLaughlin, Paul Wotton and Dominick C. Colangelo as a director of the Company to serve for a one-year term expiring at the Company’s 2018 annual meeting of shareholders and until his or her successor has been elected and qualified (“Proposal 1”), (ii) to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017 (“Proposal 2”), (iii) to approve the 2017 Omnibus Incentive Plan (“Proposal 3”), and (iv) to approve, on an advisory basis, the compensation of the named executive officers of the Company (“Proposal 4”).

 

The Company’s shareholders approved the nominees recommended for election in Proposal 1 at the Annual Meeting.

 

Shareholders voted for directors as follows:

 

Nominee

 

For

 

Abstain/Withheld

 

Broker Non-Votes

 

Robert L. Zerbe

 

13,014,457

 

323,577

 

14,336,871

 

Alan L. Rubino

 

13,025,486

 

312,548

 

14,336,871

 

Heidi Hagen

 

13,038,712

 

299,322

 

14,336,871

 

Steven Gilman

 

11,386,885

 

1,951,149

 

14,336,871

 

Kevin McLaughlin

 

13,022,458

 

315,576

 

14,336,871

 

Paul Wotton

 

13,021,811

 

316,223

 

14,336,871

 

Dominick C. Colangelo

 

12,998,323

 

339,711

 

14,336,871

 

 

The Company’s shareholders approved Proposal 2. The votes cast at the Annual Meeting were as follows:

 

Votes For

 

Votes Against

 

Abstentions

 

 

 

26,602,355

 

954,770

 

117,780

 

 

 

 

The Company’s shareholders approved Proposal 3. The votes cast at the Annual Meeting were as follows:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

12,468,246

 

742,533

 

127,255

 

14,336,871

 

 

The Company’s shareholders approved Proposal 4. The votes cast at the Annual Meeting were as follows:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

12,489,064

 

713,403

 

135,567

 

14,336,871

 

 

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SIGNATURES

 

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.

 

 

 

Vericel Corporation

 

 

 

Date: May 5, 2017

By:

/s/ Gerard Michel

 

 

Name: Gerard Michel

 

 

Title: Chief Financial Officer and Vice President, Corporate Development

 

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