Vericel Corporation (NASDAQ:VCEL) Files An 8-K Submission of Matters to a Vote of Security Holders

Vericel Corporation (NASDAQ:VCEL) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders.

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At its Annual Meeting of Shareholders held on May2, 2018 (the “Annual Meeting”), the shareholders of Vericel Corporation, a Michigan corporation (the “Company”) voted on the following matters, which are described in detail in the Company’s Proxy Statement filed with the U.S. Securities and Exchange Commission on March22, 2018: (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 2019 annual meeting of shareholders and until his or her successor has been elected and qualified (“Proposal 1”), (ii)to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December31, 2018 (“Proposal 2”), (iii)to cast an advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers (“Proposal 3”), and (iv)to approve, on an advisory basis, the compensation of the named executive officers of the Company (“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:

Nominee

For

Abstain/Withheld

BrokerNon-Votes

Robert L. Zerbe

15,203,673

2,215,384

10,719,566

Alan L. Rubino

15,119,550

2,299,507

10,719,566

Heidi Hagen

15,203,335

2,215,722

10,719,566

Steven Gilman

13,275,757

4,143,300

10,719,566

Kevin McLaughlin

15,160,923

2,258,134

10,719,566

Paul Wotton

15,055,465

2,363,592

10,719,566

Dominick C. Colangelo

15,270,783

2,148,274

10,719,566

The Company’s shareholders approved Proposal 2 to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December31, 2018. The votes cast at the Annual Meeting were as follows:

VotesFor

VotesAgainst

Abstentions

27,913,459

149,277

75,887

The Company’s shareholders voted, on an advisory basis, that future advisory votes on executive compensation should be submitted to the shareholders every year. The votes cast at the Annual Meeting for Proposal 3 were as follows:

1Year

2Years

3Years

Abstentions

BrokerNon-Votes

16,973,087

139,878

256,376

49,716

10,719,566

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 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, on an advisory basis, on the compensation of the Company’s named executive officers. The votes cast at the Annual Meeting were as follows:

VotesFor

VotesAgainst

Abstentions

BrokerNon-Votes

16,902,898

158,664

357,495

10,719,566


About Vericel Corporation (NASDAQ:VCEL)

Vericel Corporation, formerly Aastrom Biosciences, Inc., is a commercial-stage biopharmaceutical company dedicated to the identification, development and commercialization of therapies that enable the body to repair and regenerate damaged tissues and organs to restore normal structure and function. The Company operates through the research, product development, manufacture and distribution of patient-specific, expanded cellular therapies for use in the treatment of specific diseases segment. Its autologous cell therapy products include Carticel (autologous cultured chondrocytes), which is an autologous chondrocyte implant for the treatment of cartilage defects in the knee, and Epicel (cultured epidermal autografts), which is a permanent skin replacement for the treatment of patients with deep-dermal or full-thickness burns. The Company is developing MACI, which is a third-generation autologous chondrocyte implant and ixmyelocel-T, which is a patient-specific multicellular therapy.

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