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