FIBROCELL SCIENCE, INC. (NASDAQ:FCSC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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FIBROCELL SCIENCE, INC. (NASDAQ:FCSC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

As of June 22, 2017, Lisa A. Embon, Vice President of Corporate
Accounting and Controller of Fibrocell Science, Inc. (the
Company), will no longer serve as the Companys principal
financial officer and principal accounting officer. Ms. Embon
will continue to serve as Vice President of Corporate Accounting
and Controller of the Company.
On June 22, 2017, the Companys Board of Directors (the Board)
designated John M. Maslowski, the Companys President and Chief
Executive Officer, as the Companys principal financial officer
and principal accounting officer, effective immediately. Mr.
Maslowski will continue to serve as the Companys President and
Chief Executive Officer. Mr. Maslowski, 42, joined the Company in
March 2005 and has served as the Companys President and Chief
Executive Officer since December 2016, Senior Vice President of
Scientific Affairs since September 2015 and from June 2012 to
September 2015 as the Companys Vice President of Scientific
Affairs. Prior to joining the Company, from August 2001 to
February 2005, Mr. Maslowski held various positions at Wyeth
Pharmaceuticals, Inc. (now Pfizer, Inc.), eventually serving as
Manufacturing Quality Assurance Manager. Prior to joining Wyeth,
Mr. Maslowski held various positions with Merck Co. and Teva
Pharmaceutical Industries Ltd. Mr. Maslowski earned a B.S. in
Biology from Ursinus College and an M.S. in Biology from
Villanova University.
Mr. Maslowski and the Company did not enter into a new
compensation plan or arrangement, or modify Mr. Maslowskis
current compensation arrangement, upon Mr. Maslowski being
designated the Companys principal financial officer and principal
accounting officer. Mr. Maslowski will continue to be compensated
under the compensation terms by which he serves as Chief
Executive Officer as reported in the Current Report on Form 8-K
filed by the Company with the Securities and Exchange Commission
on December 19, 2016, which is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 22, 2017, Fibrocell held its Annual Meeting of
Stockholders. As of April 25, 2017, the record date for the
Annual Meeting, there were 14,695,076 shares of common stock
issued and outstanding and entitled to vote on the proposals
presented at the Annual Meeting, of which 13,096,471, or 89.1%,
were present in person or represented by proxy, which constituted
a quorum. The holders of shares of our common stock are entitled
to one vote for each share held and cumulative voting for
directors is not permitted. Set forth below are the final voting
results for each of the proposals submitted to a vote of the
Companys stockholders at the Annual Meeting.
Proposal 1. Election of Directors
The Companys stockholders elected Messrs. Smith and Kirk to the
Board, each to serve as Class II directors until the Companys
2020 Annual Meeting or until his or her successor is duly elected
and qualified. The voting on this proposal is set forth below:
Shares Voted:
For
Withheld
Broker Non-Votes
Marcus Smith
8,701,670
234,764
4,160,037
Julian Kirk
8,701,904
234,530
4,160,037
The terms of office of the following directors who did not stand
for re-election continued after the Annual Meeting (i) the Class
III directors serving until 2018 are John Maslowski and Kelvin D.
Moore, and (ii) the Class I directors serving until 2019 are Marc
Mazur, Christine St.Clare and Douglas J. Swirsky.
Proposal 2. Ratification of Appointment of Independent Registered
Public Accounting Firm
The Companys stockholders ratified the appointment of
PricewaterhouseCoopers LLP as the Companys independent registered
public accounting firm for the year ending December 31, 2017. The
voting on this proposal is set forth below:
Shares Voted:
For
Against
Abstentions
Broker
Non-Votes
Ratification of PricewaterhouseCoopers LLP
12,905,072
185,465
5,934


About FIBROCELL SCIENCE, INC. (NASDAQ:FCSC)

Fibrocell Science, Inc. is an autologous cell and gene therapy company. The Company is focused on discovering and developing localized therapies for diseases affecting the skin, connective tissue and joints. Its product candidate, azficel-T, is in development to treat patients suffering from vocal cord scarring that is either idiopathic or age-related. It is investigating the indication in a Phase II clinical trial. Its gene-therapy product candidate, FCX-007, is in pre-clinical development for the treatment of recessive dystrophic epidermolysis bullosa. Its gene-therapy product candidate, FCX-013, is in pre-clinical development for the treatment of linear scleroderma. Its product, LAVIV (azficel-T), is indicated for the improvement of the appearance of moderate to severe nasolabial fold wrinkles in adults. A third gene-therapy program is focused on the treatment of arthritis. Its product, LAVIV (azficel-T), is focused on improving the appearance of nasolabial fold wrinkles in adults.