falseATHERSYS, INC / NEW000136814800013681482021-06-152021-06-15
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 15, 2021
Athersys, Inc.
(Exact Name of Registrant as Specified in Charter)
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| Delaware | | 001-33876 | | 20-4864095 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
| | | | | | | | | | | | | | |
| 3201 Carnegie Avenue, | Cleveland, | Ohio | | 44115-2634 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (216) 431-9900
(Former Name or Former Address, if Changed Since Last Report)
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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | ATHX | The NASDAQ Stock Market LLC |
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.
Athersys, Inc. (the “Company”) held its 2021 annual meeting of stockholders (the “Annual Meeting”) on June 15, 2021. Set forth below are the voting results for each of the matters submitted to a vote of the Company's stockholders at the Annual Meeting.
Proposal One - Election of Directors.
All nominees for election to the Company's Board of Directors named in the Company's proxy statement filed with the Securities and Exchange Commission on April 29, 2021 were elected, each to a one-year term, with the following vote:
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| Shares Voted For | Shares Voted Against | Abstain | Broker Non-Votes |
| Ismail Kola | 89,533,059 | 17,642,043 | 1,806,544 | 61,405,486 |
| John Harrington | 90,024,762 | 17,071,689 | 1,885,195 | 61,405,486 |
| Hardy TS Kagimoto | 94,006,323 | 13,636,359 | 1,338,964 | 61,405,486 |
| Katherine Kalin | 96,683,111 | 9,797,710 | 2,500,825 | 61,405,486 |
| Lorin Randall | 83,619,933 | 23,040,035 | 2,321,678 | 61,405,486 |
| Baiju Shah | 99,056,121 | 7,791,238 | 2,134,287 | 61,405,486 |
| Kenneth Traub | 93,353,116 | 13,961,190 | 1,667,340 | 61,405,486 |
| Jane Wasman | 96,277,093 | 10,045,538 | 2,659,015 | 61,405,486 |
| Jack Wyszomierski | 85,598,535 | 20,952,408 | 2,430,703 | 61,405,486 |
Proposal Two - Ratification of the Appointment of the Company’s Independent Auditors.
The Company's stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021 with the following vote:
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| For | Against | Abstain |
| 165,428,592 | 3,460,110 | 1,498,430 |
Proposal Three - Approval of Amendment of the Company’s Certificate of Incorporation (the “Amendment”) to increase the number of shares of authorized common stock.
The Company’s stockholders approved the Amendment with the following vote:
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| For | Against | Abstain |
| 127,461,762 | 41,872,384 | 1,052,986 |
Proposal Four - Approval, on an advisory basis, of Named Executive Officer Compensation.
The Company's stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers with the following vote:
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| For | Against | Abstain | Broker Non-Votes |
| 61,032,147 | 44,833,704 | 3,115,795 | 61,405,486 |
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: June 16, 2021
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| ATHERSYS, INC. |
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| By: | /s/ Ivor Macleod |
| | Name: Ivor Macleod
Title: Chief Financial Officer |