8-K: Current report filing
Published on May 22, 2024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(Commission File Number) | (IRS Employer Identification No.) |
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| (Address of principal executive offices, including zip code) | ||||
| Registrant’s telephone number, including area code: ( |
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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) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name
of each exchange on which registered |
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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 17, 2024, Cryoport, Inc. (the “Company”) held its 2024 Annual Meeting of 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, 2024 (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 2025 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 | |||||||||
| Linda Baddour | 30,538,079 | 13,967,028 | 2,914,342 | |||||||||
| Richard Berman | 20,467,679 | 24,037,428 | 2,914,342 | |||||||||
| Daniel M. Hancock | 43,988,276 | 516,831 | 2,914,342 | |||||||||
| Robert Hariri, M.D., Ph.D. | 30,402,476 | 14,102,631 | 2,914,342 | |||||||||
| Ram M. Jagannath | 43,983,450 | 521,657 | 2,914,342 | |||||||||
| Ramkumar Mandalam, Ph.D. | 37,777,184 | 6,727,923 | 2,914,342 | |||||||||
| Jerrell W. Shelton | 41,903,449 | 2,601,658 | 2,914,342 | |||||||||
Proposal No. 2: Ratification of the appointment of Deloitte and Touche LLP as the independent registered public accounting firm of the Company and its subsidiaries for the year ending December 31, 2024. This proposal was approved as set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 47,392,803 | 16,304 | 10,342 | — | |||||||||||
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 approved as set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 43,419,231 | 1,032,742 | 53,134 | 2,914,342 | |||||||||||
Proposal No. 4: Amendment to the Cryoport, Inc. 2018 Omnibus Equity Incentive Plan to increase the number of authorized shares under the plan. This proposal was approved as set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 42,044,016 | 2,426,131 | 34,960 | 2,914,342 | |||||||||||
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Cryoport, Inc. 2018 Omnibus Equity Incentive Plan (as amended by the First Amendment, Second Amendment and Third Amendment, effective May 17, 2024) | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
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 22, 2024 | Cryoport Inc. |
| /s/ Robert Stefanovich | |
| Robert Stefanovich | |
| Chief Financial Officer |