Form: 8-K

Current report filing

May 5, 2020

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  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, 2020

 

CRYOPORT, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   001-34632   88-0313393
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)
         
112 Westwood Place, Suite 350
Brentwood, TN 37027
(Address of principal executive offices, including zip code)
         
Registrant’s telephone number, including area code: (949) 470-2300
 
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, $0.001 par value   CYRX   The NASDAQ Stock Market LLC
Warrants to purchase Common Stock   CYRXW   The NASDAQ Stock Market LLC

 

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 ¨

 

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.

 

On May 1, 2020, Cryoport, Inc. (the “Company”) held its 2020 Annual Meeting of the Stockholders (the “Annual Meeting”). The final voting results for the proposals submitted to a vote of stockholders at the Annual Meeting, each of which is described in detail in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on April 3, 2020 (the “Proxy Statement”), are set forth below.

 

 

Proposal No. 1: Election of Directors. The individuals listed below were elected to serve as directors of the Company until the Company’s 2021 Annual Meeting of Stockholders or until their successors are duly elected and qualified or their earlier death, resignation, or removal:

 

Director Nominee   Votes For   Votes Withheld   Broker Non-Votes
Richard Berman   8,932,563   14,660,353   6,901,300
Daniel M. Hancock   23,077,181   515,735   6,901,300
Robert Hariri, M.D., Ph.D.   17,343,546   6,249,370   6,901,300
Ramkumar Mandalam, Ph.D.   8,496,171   15,096,745   6,901,300
Jerrell W. Shelton   23,023,221   569,695   6,901,300
Edward J. Zecchini   10,641,420   12,951,496   6,901,300

 

 

Proposal No. 2: Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company and its subsidiaries for the year ending December 31, 2020. This proposal was approved as set forth below:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
30,367,512   56,666   70,038  

 

 

Proposal No. 3: Advisory vote to approve the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement. This proposal was not approved as set forth below:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
8,258,380   14,949,157   385,379   6,901,300

 

 

The Company’s board of directors will take into consideration the shareholders’ vote on the election of directors and the advisory vote on executive compensation with respect to executive compensation and governance structure as well as the related disclosures in the proxy statement. The Company continues its ongoing shareholder outreach as the Company’s board of directors wishes always to ensure alignment between compensation, governance and long-term shareholder value creation.

 

 

 

 

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.

 

Date: May 5, 2020 Cryoport Inc.
   
  /s/ Robert Stefanovich  
  Robert Stefanovich
  Chief Financial Officer