20190517 8K annual meeting

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): May 15, 2019
_______________________

CRYOLIFE, INC.

(Exact name of registrant as specified in its charter)
_________________________





 

 

Florida

1-13165

59-2417093

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)



1655 Roberts Boulevard, N.W., Kennesaw, Georgia  30144
(Address of principal executive office) (zip code)

Registrant's telephone number, including area code: (770) 419-3355

_____________________________________________________________

(Former name or former address, if changed since last report)

_______________________________________________________________





 

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

CRY

NYSE



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 (see General Instruction A.2. below):



Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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. 



 







Section 5

Corporate Governance and Management



 

Item 5.07

Submission of Matters to a Vote of Security Holders



At CryoLife, Inc.’s (the “Company” or “CryoLife”) 2019 Annual Meeting of Stockholders held on May 15, 2019 (the “Annual Meeting”), CryoLife’s stockholders elected each individual that was nominated for election as director of the Company to serve until the next annual meeting or until their successors are elected and have been qualified. The stockholders also (i) approved, by non-binding vote, the compensation paid to CryoLife’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, (ii) approved the amendments to the Amended and Restated Articles of Incorporation of CryoLife, Inc., and (iii) ratified the selection of Ernst & Young LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2019.



The final results of the voting on each matter of business at the 2019 Annual Meeting are as follows:



Election of Directors



Name

Votes For

Votes Withheld

Broker Non-Votes

Thomas F. Ackerman

27,127,367  744,390  4,937,069 

Daniel J. Bevevino

27,045,971  825,786  4,937,069 

Marna P. Borgstrom

27,396,579  475,178  4,937,069 

James W. Bullock

27,247,043  624,714  4,937,069 

Jeffrey H. Burbank

27,271,624  600,133  4,937,069 

J. Patrick Mackin

26,886,973  984,784  4,937,069 

Ronald D. McCall, Esq.

26,923,017  948,740  4,937,069 

Harvey Morgan

27,355,187  516,570  4,937,069 

Jon W. Salveson

27,079,613  792,144  4,937,069 

 

Approval, by non-binding vote of the compensation paid to CryoLife’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.





 

 

 

Votes For

Votes Against

Votes Abstain

Broker Non-Votes

26,922,169

859,332

90,256

4,937,069



Approval of the amendments to the Amended and Restated Articles of Incorporation of CryoLife, Inc.



Votes For

Votes Against

Votes Abstain

Broker Non-Votes

27,442,582

390,908

38,267

4,937,069



Ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2019.



Votes For

Votes Against

Votes Abstain

32,728,625

62,937

17,264



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SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, CryoLife, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



CRYOLIFE, INC.







Date:  May 17, 2019



 

By:

/s/ D. Ashley Lee

Name:

D. Ashley Lee

Title:

Executive Vice President, Chief

Operating Officer and Chief

Financial Officer







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