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 1, 2024
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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incorporation)
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(Address of principal executive offices)
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(Zip Code)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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. ☐
| Item 5.07 |
Submission of Matters to a Vote of Security Holders.
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At the Company’s Annual Meeting
of Shareholders held on May 1, 2024 (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 Securities and Exchange Commission (“SEC”) on March 21, 2024: (i) the election of each of Robert Zerbe, Alan Rubino, Heidi Hagen, Steven Gilman, Kevin McLaughlin, Paul Wotton, Lisa Wright and
Dominick Colangelo as a director of the Company to serve for a one-year term expiring at the Company’s 2025 annual meeting of shareholders and until his or her successor has been elected and qualified (“Proposal 1”), (ii) the approval, on a
non-binding advisory basis, of the compensation of the named executive officers of the Company (“Proposal 2”), (iii) the frequency of future advisory votes to approve the compensation of our named executive officers (“Proposal 3”) and (iv) the
ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 (“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:
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Nominee
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For
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Abstain/Withheld
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Broker Non-Votes
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Robert Zerbe
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41,278,370
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2,004,339
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2,202,810
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Alan Rubino
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41,205,989
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2,076,720
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2,202,810
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Heidi Hagen
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35,218,337
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8,064,372
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2,202,810
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Steven Gilman
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42,205,350
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1,077,359
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2,202,810
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Kevin McLaughlin
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42,263,852
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1,018,857
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2,202,810
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Paul Wotton
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40,144,951
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3,137,758
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2,202,810
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Lisa Wright
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40,724,522
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2,558,187
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2,202,810
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Dominick Colangelo
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42,041,793
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1,240,916
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2,202,810
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The Company’s shareholders approved, on a non-binding advisory basis, Proposal 2 concerning the compensation of the Company’s named executive
officers. The votes cast at the Annual Meeting were as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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41,241,020
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2,005,128
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36,561
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2,202,810
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The Company’s shareholders voted, on an advisory basis, that future advisory votes on executive compensation should be submitted to the stockholders
every year. The votes cast at the Annual Meeting for Proposal 3 were as follows:
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1 Year
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2 Years
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3 Years
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Abstentions
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Broker Non-Votes
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42,535,836
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25,539
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695,196
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26,138
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2,202,810
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The Board of Directors considered the voting results with respect to Proposal 3 and has determined that the Company will hold future non-binding advisory votes of the
shareholders on the compensation of the Company’s named executive officers as set forth in the Company’s proxy statement every year until the next required advisory vote of the Company’s shareholders on the frequency of shareholder advisory votes on
executive compensation.
The Company’s shareholders approved Proposal 4 to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered
accounting firm for the fiscal year ending December 31, 2024. The votes cast at the Annual Meeting were as follows:
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Votes For
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Votes Against
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Abstentions
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43,592,984
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1,867,944
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24,591
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| Item 9.01 |
Financial Statements and Exhibits
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| (d) |
Exhibits.
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Exhibit No.
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Description
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL)
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EXHIBIT INDEX
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Exhibit No.
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Description
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL)
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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 3, 2024
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By:
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/s/ Sean C. Flynn
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Name: Sean C. Flynn
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Title: Chief Legal Officer
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