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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 20, 2020

___________________________________________

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

_________________________________________________________

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.01 par value

CRY

NYSE

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”) 2020 Annual Meeting of Stockholders held on May 20, 2020 (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 new CryoLife, Inc. Equity and Cash Incentive Plan with funding of 2,675,000 shares, 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, 2020.

The final results of the voting on each matter of business at the 2020 Annual Meeting are as follows:

Election of Directors

Name

Votes For

Votes Withheld

Broker Non-Votes

Thomas F. Ackerman

27,818,416

388,438

3,198,869

Daniel J. Bevevino

27,700,716

506,138

3,198,869

Marna P. Borgstrom

28,117,808

89,046

3,198,869

James W. Bullock

27,695,918

510,936

3,198,869

Jeffrey H. Burbank

27,696,171

510,683

3,198,869

J. Patrick Mackin

27,587,727

619,127

3,198,869

Ronald D. McCall, Esq.

23,527,589

4,679,265

3,198,869

Harvey Morgan

27,862,655

344,199

3,198,869

Jon W. Salveson

23,815,777

4,391,077

3,198,869

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

27,529,863

476,504

200,487

3,198,869

Approval of the new CryoLife, Inc. Equity and Cash Incentive Plan, with funding of 2,675,000 shares.

Votes For

Votes Against

Votes Abstain

Broker Non-Votes

27,109,999

912,110

184,745

3,198,869

Ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2020.

Votes For

Votes Against

Votes Abstain

31,345,874

43,818

16,031


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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.

Date: May 22, 2020



 

 

CRYOLIFE, INC. 

By:

/s/ D. Ashley Lee

Name:

D. Ashley Lee

Title:

Executive Vice President, Chief

Operating Officer and Chief

Financial Officer

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