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 |
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001-35280 |
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94-3096597 |
(State or Other |
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(Commission |
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(IRS Employer |
Jurisdiction of |
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File Number) |
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Identification No.) |
Incorporation) |
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64 Sidney Street |
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02139 | ||
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants 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 Companys 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 Companys 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 Companys 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 Companys shareholders approved the nominees recommended for election in Proposal 1 at the Annual Meeting.
Shareholders voted for directors as follows:
Nominee |
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For |
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Abstain/Withheld |
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Broker Non-Votes |
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Robert L. Zerbe |
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13,014,457 |
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323,577 |
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14,336,871 |
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Alan L. Rubino |
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13,025,486 |
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312,548 |
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14,336,871 |
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Heidi Hagen |
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13,038,712 |
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299,322 |
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14,336,871 |
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Steven Gilman |
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11,386,885 |
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1,951,149 |
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14,336,871 |
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Kevin McLaughlin |
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13,022,458 |
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315,576 |
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14,336,871 |
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Paul Wotton |
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13,021,811 |
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316,223 |
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14,336,871 |
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Dominick C. Colangelo |
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12,998,323 |
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339,711 |
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14,336,871 |
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The Companys shareholders approved Proposal 2. The votes cast at the Annual Meeting were as follows:
Votes For |
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Votes Against |
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Abstentions |
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26,602,355 |
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954,770 |
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117,780 |
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The Companys shareholders approved Proposal 3. The votes cast at the Annual Meeting were as follows:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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12,468,246 |
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742,533 |
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127,255 |
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14,336,871 |
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The Companys shareholders approved Proposal 4. The votes cast at the Annual Meeting were as follows:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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12,489,064 |
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713,403 |
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135,567 |
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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.
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Vericel Corporation | |
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Date: May 5, 2017 |
By: |
/s/ Gerard Michel |
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Name: Gerard Michel |
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Title: Chief Financial Officer and Vice President, Corporate Development |