UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| |
||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code:
Not Applicable
(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 (see General Instructions 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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange | ||
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 1, 2022, Cerus Corporation (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). The following is a brief description of each matter voted upon at the Annual Meeting, as well as the number of votes cast for or against each matter and the number of abstentions and broker non-votes with respect to each matter, as applicable. A more complete description of each matter is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 22, 2022 (the “Proxy Statement”).
Proposal 1
The Company’s stockholders elected each of the two nominees named below to the Board of Directors to serve until the 2025 Annual Meeting of Stockholders or until her respective successor has been duly elected and qualified.
| Nominee |
For | Withheld | Broker Non-Votes | |||||||||
| Jami Dover Nachtsheim |
102,368,249 | 13,619,099 | 28,144,591 | |||||||||
| Gail Schulze |
109,168,050 | 6,819,298 | 28,144,591 | |||||||||
Proposal 2
The Company’s stockholders approved an amendment and restatement of the Company’s Amended and Restated 2008 Equity Incentive Plan to increase the aggregate number of shares of common stock available for issuance thereunder by 12,000,000 shares and to make certain other changes thereto as described in the Proxy Statement.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 93,011,834 |
22,736,784 | 238,730 | 28,144,591 |
Proposal 3
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 111,539,185 |
4,103,533 | 344,630 | 28,144,591 |
Proposal 4
The Company’s stockholders indicated, on an advisory basis, the preferred frequency of one-year for stockholder advisory votes on the compensation of the Company’s named executed officers.
| One Year |
Two Years |
Three Years |
Abstain |
Broker Non-Votes | ||||
| 111,883,222 |
473,720 | 3,076,140 | 554,266 | 28,144,591 |
Proposal 5
The Company’s stockholders ratified the selection of Ernst & Young LLP as the independent registered public accounting firm for the Company for its fiscal year ending December 31, 2022.
| For |
Against |
Abstain | ||
| 142,162,636 |
1,686,573 | 282,730 |
No other matters were submitted for stockholder action at the Annual Meeting.
SIGNATURE
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.
| CERUS CORPORATION | ||||||
| Dated: June 2, 2022 | ||||||
| By: | /s/ Chrystal N. Menard | |||||
| Chrystal N. Menard | ||||||
| Chief Legal Officer and General Counsel | ||||||
Document and Entity Information |
Jun. 01, 2022 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | CERUS CORP |
| Amendment Flag | false |
| Entity Central Index Key | 0001020214 |
| Document Type | 8-K |
| Document Period End Date | Jun. 01, 2022 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 000-21937 |
| Entity Tax Identification Number | 68-0262011 |
| Entity Address, Address Line One | 1220 Concord Ave. |
| Entity Address, Address Line Two | Suite 600 |
| Entity Address, City or Town | Concord |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 94520 |
| City Area Code | (925) |
| Local Phone Number | 288-6000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | false |
| Security 12b Title | Common Stock, par value $0.001 per share |
| Trading Symbol | CERS |
| Security Exchange Name | NASDAQ |