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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): April 28, 2021

 

Vericel Corporation

(Exact name of registrant as specified in its charter)

  

Michigan     001-35280   94-3096597

(State or other

jurisdiction of

   

(Commission File

Number)

 

(I.R.S. Employer

Identification No.)

incorporation)          

 

  64 Sidney Street    
  Cambridge, MA 02139  
  (Address of principal executive offices) (Zip Code)  

 

Registrant’s telephone number, including area code: (617) 588-5555

 

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 Instruction A.2. below):

 

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

 

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

 

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

 

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

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, no par value   VCEL   NASDAQ

 

Indicate by a check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§240.12b-2 of this chapter). Emerging Growth Company ¨

 

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 the Annual Meeting of Shareholders of Vericel Corporation, a Michigan corporation (the “Company”) held on April 28, 2021 (the “Annual Meeting”), the shareholders of the Company voted on the following matters, which are described in detail in the Company’s Definitive Proxy Statement filed with the SEC on March 19, 2021: (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 2022 annual meeting of shareholders and until his or her successor has been elected and qualified (“Proposal 1”), (ii) to approve, on a non-binding advisory basis, the compensation of the named executive officers of the Company (“Proposal 2”), and (iii) to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 (“Proposal 3”).

 

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   28,780,563    8,337,421    3,758,449 
Alan L. Rubino   29,459,571    7,658,413    3,758,449 
Heidi Hagen   32,251,839    4,866,145    3,758,449 
Steven Gilman   35,503,801    1,614,183    3,758,449 
Kevin McLaughlin   33,657,675    3,460,309    3,758,449 
Paul Wotton   29,646,909    7,471,075    3,758,449 
Dominick C. Colangelo   36,049,336    1,068,648    3,758,449 

 

The Company’s shareholders approved, on a non-binding advisory basis, Proposal 2 on the compensation of the Company’s named executive officers. The votes cast at the Annual Meeting were as follows:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes 
 35,562,851    1,518,522    36,611    3,758,449 

 

The Company’s shareholders approved Proposal 3 to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2021. The votes cast at the Annual Meeting were as follows:

 

Votes For   Votes Against   Abstentions 
 39,390,805    1,455,429    30,199 

 

 

 

 

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:  April 29, 2021 By: /s/ Sean C. Flynn
    Name: Sean C. Flynn
    Title: Vice President, General Counsel and Secretary