UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Shareholders of Vericel Corporation, a Michigan corporation (the “Company”) held on April 28, 2021 (the “Annual Meeting”), the shareholders of the Company voted on the following matters, which are described in detail in the Company’s Definitive Proxy Statement filed with the SEC on March 19, 2021: (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 2022 annual meeting of shareholders and until his or her successor has been elected and qualified (“Proposal 1”), (ii) to approve, on a non-binding advisory basis, the compensation of the named executive officers of the Company (“Proposal 2”), and (iii) to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 (“Proposal 3”).
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 | Broker Non-Votes | |||||||||
| Robert L. Zerbe | 28,780,563 | 8,337,421 | 3,758,449 | |||||||||
| Alan L. Rubino | 29,459,571 | 7,658,413 | 3,758,449 | |||||||||
| Heidi Hagen | 32,251,839 | 4,866,145 | 3,758,449 | |||||||||
| Steven Gilman | 35,503,801 | 1,614,183 | 3,758,449 | |||||||||
| Kevin McLaughlin | 33,657,675 | 3,460,309 | 3,758,449 | |||||||||
| Paul Wotton | 29,646,909 | 7,471,075 | 3,758,449 | |||||||||
| Dominick C. Colangelo | 36,049,336 | 1,068,648 | 3,758,449 | |||||||||
The Company’s shareholders approved, on a non-binding advisory basis, Proposal 2 on the compensation of the Company’s named executive officers. The votes cast at the Annual Meeting were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 35,562,851 | 1,518,522 | 36,611 | 3,758,449 | |||||||||||
The Company’s shareholders approved Proposal 3 to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2021. The votes cast at the Annual Meeting were as follows:
| Votes For | Votes Against | Abstentions | ||||||||
| 39,390,805 | 1,455,429 | 30,199 | ||||||||
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.
| Vericel Corporation | ||
| Date: April 29, 2021 | By: | /s/ Sean C. Flynn |
| Name: Sean C. Flynn | ||
| Title: Vice President, General Counsel and Secretary | ||