8-K

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

May 4, 2015

Date of report (Date of earliest event reported)

____________________________________

BIOLIFE SOLUTIONS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-18710	94-3076866
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

3303 Monte Villa Parkway, Bothell, WA 98021

(Address of principal executive offices, including zip code)

(425) 402-1400

(Registrant’s telephone number, including area code)

____________________________________

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):

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

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

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

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

Item 1.01. Entry into a Material Definitive Agreement.

On May 4, 2015, BioLife Solutions, Inc. (the “Company”) entered into board of directors services agreements (the “Services Agreements”) with: (i) Joseph Schick, (ii) Raymond W. Cohen, (iii) Andrew Hinson, (iv) Thomas Girschweiler and (v) Rick Stewart. None of the Services Agreements is for a definite time period, but rather, each will continue until the respective director ceases to be a director of the Company for any reason.

The Services Agreements confirm that the directors are subject to the duties of care, loyalty and good faith and certain other duties and obligations. The Company agrees to reimburse the directors for reasonable business expenses incurred on behalf of the Company in discharging the director’s duties.

The Services Agreements confirm that effective January 1, 2015, a director’s compensation for service as a member of the board is $40,000 per annum and the Chairman’s additional compensation for service as the Chairman of the board is $110,000 per annum.  If and to the extent applicable to the director, the chairman of certain board committees are currently entitled to additional compensation as follows:  $10,000 per annum for the chairman of the Audit Committee, $7,500 per annum for the chairman of the Compensation Committee and $5,000 per annum for the chairman of the Nominating and Governance  Committee. The Services Agreements confirm that the foregoing compensation may be revised by the board or a duly authorized committee, in their sole discretion.

The foregoing summaries are qualified in their entirety by reference to the text of the Services Agreements, copies or forms of which are attached hereto as Exhibits 10.1, 10.2 and 10.3 and incorporated herein by reference.

Item 5.02(e). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described in Item 5.07 below, on May 4, 2015, the Company’s stockholders approved the Amended and Restated 2013 Performance Incentive Plan (the “Plan”). The amended Plan (i) increases the number of shares of common stock subject to the Plan to 3,100,000, plus any shares of common stock underlying any option granted pursuant to an equity compensation plan other than the Plan that was outstanding on June 20, 2013, being the date the stockholders approved the original Plan, that was subsequently terminated or expired; (ii) increases the aggregate number of shares of common stock with respect to which options may be granted to any officer or employee during a calendar year to 400,000; (iii) prohibits the cash buyout of underwater options by the Plan administrator without approval of the Company’s stockholders; and (iv) makes clerical updates to reflect the effect of the January 29, 2014 reverse stock split.

The more detailed description of the Amended and Restated 2013 Performance Incentive Plan set forth in the Company’s definitive proxy statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 24, 2015, is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 4, 2015, the Company held its 2015 Annual Meeting of Stockholders (the “Annual Meeting”) at its principal executive office in Bothell, Washington. At the Annual Meeting, the Company’s stockholders approved each of the following proposals set forth in the Company’s definitive proxy statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 24, 2015:

Proposal 1: Election of Directors.

The Company’s stockholders elected the following directors to hold office until the 2016 Annual Meeting:

Name	Votes For		Votes Withheld		Broker Non-Votes
Michael Rice		6,758,140		64,930		2,342,902
Raymond Cohen		6,771,489		51,581		2,342,902
Thomas Girschweiler		6,788,412		34,658		2,342,902
Andrew Hinson		6,780,666		42,404		2,342,902
Joseph Schick		6,797,867		25,203		2,342,902
Rick Stewart		6,786,888		36,182		2,342,902

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Proposal 2: Approval of Amended and Restated 2013 Performance Incentive Plan.

The Company’s stockholders approved the Plan, as set forth below:

Votes For	Votes Against	Abstain	Broker Non-Votes
6,549,090	271,410	2,570	2,342,902

Proposal 3: Ratification of Auditors.

The Company’s stockholders ratified the appointment of Peterson Sullivan LLP as our independent registered public accounting firm for 2015, as set forth below:

Votes For	Votes Against	Abstain
9,087,382	68,316	10,274

Item 9.01  Financial Statements and Exhibits.

(d)   Exhibits

Exhibit No.	Description
10.1	Board of Directors Services Agreement entered into May 4, 2015 by and between BioLife Solutions, Inc. and Raymond W. Cohen
10.2	Board of Directors Services Agreement entered into May 4, 2015 by and between BioLife Solutions, Inc. and Thomas Girschweiler
10.3	Form of Board of Directors Services Agreement entered into with Other Non-Employee Directors

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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.

	BIOLIFE SOLUTIONS, INC.
Dated: May 5, 2015	By:	/s/ Daphne Taylor
		Daphne Taylor
		Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Board of Directors Services Agreement entered into May 4, 2015 by and between BioLife Solutions, Inc. and Raymond W. Cohen
10.2	Board of Directors Services Agreement entered into May 4, 2015 by and between BioLife Solutions, Inc. and Thomas Girschweiler
10.3	Form of Board of Directors Services Agreement entered into with Other Non-Employee Directors

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EX-10.1

Exhibit 10.1

BOARD OF DIRECTORS SERVICES AGREEMENT

This Board of Directors Services Agreement (this “Agreement”) is entered into as of this 4th day of May, 2015 by and between BioLife Solutions Inc., a Delaware corporation (the “Company”), and Raymond W. Cohen, an individual (“Director”).

WHEREAS, the Company desires to retain the services of Director for the benefit of the Company and its stockholders; and

WHEREAS, Director desires to serve on the Company’s Board of Directors for the period of time and subject to the terms and conditions set forth herein, in the Company’s certificate of incorporation and bylaws and under applicable law.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto agree as follows:

1.Board Duties.

(a)Director agrees to provide services to the Company as a member of and as the chairman of, the Board of Directors.  Director shall, for so long as he or she remains a member of the Board of Directors, meet with the remaining members of the Board of Directors and/or the Company’s executive officers upon request, at dates and times mutually agreeable to the parties, to discuss any matter involving the Company (including any subsidiary).  Director acknowledges and agrees that the Company may rely upon Director’s expertise in business disciplines where Director has significant experience with respect to the Company’s business operations and that such requests may require substantial additional time and efforts in addition to Director’s customary service as a member of the Board of Directors.

(b)Director understands that as a member of the Board of Directors he or she is subject to the duties of care, loyalty and good faith and such other duties and obligations as are provided by applicable laws, the Company’s certificate of incorporation and bylaws and the policies established from time to time by the Board of Directors or a duly authorized committee thereof.  Director may not use Director’s position of trust and confidence to further Director’s private interests.  Director must inform himself or herself of all material information reasonably available before voting on a transaction and Director may act only for the purpose of advancing the best interests of the Company, may not act in violation of applicable law and may not fail to act in accordance with Director’s duties to the Company (including any subsidiary) and its stockholders.  Director agrees to comply with the director conduct policies and corporate governance policies adopted from time to time by the Board of Directors or a duly constituted committee thereof.  Director is not and will not be an employee of the Company.

2.Compensation.  Director’s compensation for serving as a member of the Board of Directors, a member of any committee thereof, or as the chairman of the Board of Directors or any committee thereof shall be as determined from time to time by the Board of Directors or a duly authorized committee thereof.  Effective January 1, 2015, Director’s compensation for service as a member of the Board of Directors is $40,000 per annum and Director’s compensation for service as the Chairman of the Board of Directors is an additional $110,000 per annum.  If and to the extent applicable to Director, the chairman of certain Board of Directors committees are currently entitled to additional compensation as follows:  $10,000 per annum for the chairman of the Audit Committee, $7,500 per annum for the chairman of the Compensation Committee and $5,000 per annum for the chairman of the Nominating and Governance  Committee.  The Board of Directors or a duly authorized committee may from time to time determine, in their sole discretion, to make awards to Director pursuant to the Company’s equity-based compensation programs.  The foregoing compensation shall be periodically reviewed and may be increased, decreased or otherwise changed by the Board of Directors or any duly authorized committee thereof from time to time, in their sole discretion.  Except as otherwise determined by the Board of Directors or a duly authorized committee thereof, Director shall accrue no further compensation for Director’s service as a member of the Board of Directors or any committee thereof, or as the chairman of the Board of Directors or any committee thereof, following the date on which such Director ceases to hold such position for any reason.

3.Expenses.  The Company will reimburse Director for reasonable business expenses incurred on behalf of the Company in discharging Director’s duties as a member of the Board of Directors in accordance with the Company’s then-prevailing policy on reimbursement of board of directors expenses.

4.Term.  Except as otherwise provided herein, the term of this Agreement and the duties and obligations of Director and the Company under it shall continue until the date that Director ceases to be a member of the Company’s Board of Directors for any reason.  Director acknowledges that Director has no right to continued membership on the Board of Directors or any committee thereof, or chairmanship of the Board of Directors or any committee thereof, and may be removed from any such position at any time in the manner permitted by applicable laws, the Company’s certificate of incorporation and bylaws and any applicable corporate governance policies.

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5.Miscellaneous.

(a)Entire Agreement.  This Agreement and any written indemnification agreement between the parties represent the entire agreement among the parties with respect to the subject matter herein.

(b)Amendments and Supplements.  This Agreement may not be altered, changed or amended, except by an instrument in writing signed by the parties hereto.

(c)Governing Law.  This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Delaware, without regard to its principles of conflicts of laws. Any action or proceeding arising out of or relating to this Agreement shall be filed in and heard and litigated solely before the federal courts of the State of Washington located within the County of King.

(d)Injunctive Relief.  It is agreed that the rights and benefits of the Company pursuant to this Agreement are unique and that no adequate remedy exists at law if Director shall fail to perform, or breaches, any of Director’s obligations thereunder, that it would be difficult to determine the amount of damages resulting therefrom, and that any such breach would cause irreparable injury to the Company.  Therefore, the Company shall be entitled to injunctive relief to prevent or restrain any breach of this Agreement by Director.

(e)Counterparts.  This Agreement may be executed in one or more counterparts, all of which together shall constitute one and the same Agreement.

* * * * *

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IN WITNESS WHEREOF, the parties have caused this Board of Directors Services Agreement to be executed as of the date first written above.

BIOLIFE SOLUTIONS INC.

By:      /s/ Michael Rice

Name: Michael Rice

Title:  Chief Executive Officer

/s/ Raymond W. Cohen

Raymond W. Cohen

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EX-10.2

Exhibit 10.2

BOARD OF DIRECTORS SERVICES AGREEMENT

This Board of Directors Services Agreement (this “Agreement”) is entered into as of this 4th day of May, 2015 by and between BioLife Solutions Inc., a Delaware corporation (the “Company”), and Thomas Girschweiler, an individual (“Director”).

WHEREAS, the Company desires to retain the services of Director for the benefit of the Company and its stockholders; and

WHEREAS, Director desires to serve on the Company’s Board of Directors for the period of time and subject to the terms and conditions set forth herein, in the Company’s certificate of incorporation and bylaws and under applicable law.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto agree as follows:

1.Board Duties.

(a)Director agrees to provide services to the Company as a member of the Board of Directors.  Director shall, for so long as he or she remains a member of the Board of Directors, meet with the remaining members of the Board of Directors and/or the Company’s executive officers upon request, at dates and times mutually agreeable to the parties, to discuss any matter involving the Company (including any subsidiary).  Director acknowledges and agrees that the Company may rely upon Director’s expertise in business disciplines where Director has significant experience with respect to the Company’s business operations and that such requests may require substantial additional time and efforts in addition to Director’s customary service as a member of the Board of Directors.

(b)Director understands that as a member of the Board of Directors he or she is subject to the duties of care, loyalty and good faith and such other duties and obligations as are provided by applicable laws, the Company’s certificate of incorporation and bylaws and the policies established from time to time by the Board of Directors or a duly authorized committee thereof.  Director may not use Director’s position of trust and confidence to further Director’s private interests.  Director must inform himself or herself of all material information reasonably available before voting on a transaction and Director may act only for the purpose of advancing the best interests of the Company, may not act in violation of applicable law and may not fail to act in accordance with Director’s duties to the Company (including any subsidiary) and its stockholders.  Director agrees to comply with the director conduct policies and corporate governance policies adopted from time to time by the Board of Directors or a duly constituted committee thereof.  Director is not and will not be an employee of the Company.

2.Compensation.  Director’s compensation for serving as a member of the Board of Directors, a member of any committee thereof, or as the chairman of the Board of Directors or any committee thereof shall be as determined from time to time by the Board of Directors or a duly authorized committee thereof.  Effective January 1, 2015, Director’s compensation for service as a member of the Board of Directors is $40,000 per annum, prorated from the date the director joined the board. If and to the extent applicable to Director, the chairman of certain Board of Directors committees are currently entitled to additional compensation as follows:  $10,000 per annum for the chairman of the Audit Committee, $7,500 per annum for the chairman of the Compensation Committee and $5,000 per annum for the chairman of the Nominating and Governance  Committee.  The Board of Directors or a duly authorized committee may from time to time determine, in their sole discretion, to make awards to Director pursuant to the Company’s equity-based compensation programs.  The foregoing compensation shall be periodically reviewed and may be increased, decreased or otherwise changed by the Board of Directors or any duly authorized committee thereof from time to time, in their sole discretion.  Except as otherwise determined by the Board of Directors or a duly authorized committee thereof, Director shall accrue no further compensation for Director’s service as a member of the Board of Directors or any committee thereof, or as the chairman of the Board of Directors or any committee thereof, following the date on which such Director ceases to hold such position for any reason.

3.Expenses.  The Company will reimburse Director for reasonable business expenses incurred on behalf of the Company in discharging Director’s duties as a member of the Board of Directors in accordance with the Company’s then-prevailing policy on reimbursement of board of directors expenses.

4.Term.  Except as otherwise provided herein, the term of this Agreement and the duties and obligations of Director and the Company under it shall continue until the date that Director ceases to be a member of the Company’s Board of Directors for any reason.  Director acknowledges that Director has no right to continued membership on the Board of Directors or any committee thereof, or chairmanship of the Board of Directors or any committee thereof, and may be removed from any such position at any time in the manner permitted by applicable laws, the Company’s certificate of incorporation and bylaws and any applicable corporate governance policies.

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5.Miscellaneous.

(a)Entire Agreement.  This Agreement and any written indemnification agreement between the parties represent the entire agreement among the parties with respect to the subject matter herein.

(b)Amendments and Supplements.  This Agreement may not be altered, changed or amended, except by an instrument in writing signed by the parties hereto.

(c)Governing Law.  This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Delaware, without regard to its principles of conflicts of laws. Any action or proceeding arising out of or relating to this Agreement shall be filed in and heard and litigated solely before the federal courts of the State of Washington located within the County of King.

(d)Injunctive Relief.  It is agreed that the rights and benefits of the Company pursuant to this Agreement are unique and that no adequate remedy exists at law if Director shall fail to perform, or breaches, any of Director’s obligations thereunder, that it would be difficult to determine the amount of damages resulting therefrom, and that any such breach would cause irreparable injury to the Company.  Therefore, the Company shall be entitled to injunctive relief to prevent or restrain any breach of this Agreement by Director.

(e)Counterparts.  This Agreement may be executed in one or more counterparts, all of which together shall constitute one and the same Agreement.

* * * * *

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IN WITNESS WHEREOF, the parties have caused this Board of Directors Services Agreement to be executed as of the date first written above.

BIOLIFE SOLUTIONS INC.

By: /s/ Michael Rice

Name: Michael Rice

Title:  Chief Executive Officer

/s/ Thomas Girschweiler

Thomas Girschweiler

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EX-10.3

Exhibit 10.3

BOARD OF DIRECTORS SERVICES AGREEMENT

This Board of Directors Services Agreement (this “Agreement”) is entered into as of this 4th day of May, 2015 by and between BioLife Solutions Inc., a Delaware corporation (the “Company”), and [          ], an individual (“Director”).

WHEREAS, the Company desires to retain the services of Director for the benefit of the Company and its stockholders; and

WHEREAS, Director desires to serve on the Company’s Board of Directors for the period of time and subject to the terms and conditions set forth herein, in the Company’s certificate of incorporation and bylaws and under applicable law.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto agree as follows:

1.Board Duties.

(a)Director agrees to provide services to the Company as a member of the Board of Directors.  Director shall, for so long as he or she remains a member of the Board of Directors, meet with the remaining members of the Board of Directors and/or the Company’s executive officers upon request, at dates and times mutually agreeable to the parties, to discuss any matter involving the Company (including any subsidiary).  Director acknowledges and agrees that the Company may rely upon Director’s expertise in business disciplines where Director has significant experience with respect to the Company’s business operations and that such requests may require substantial additional time and efforts in addition to Director’s customary service as a member of the Board of Directors.

(b)Director understands that as a member of the Board of Directors he or she is subject to the duties of care, loyalty and good faith and such other duties and obligations as are provided by applicable laws, the Company’s certificate of incorporation and bylaws and the policies established from time to time by the Board of Directors or a duly authorized committee thereof.  Director may not use Director’s position of trust and confidence to further Director’s private interests.  Director must inform himself or herself of all material information reasonably available before voting on a transaction and Director may act only for the purpose of advancing the best interests of the Company, may not act in violation of applicable law and may not fail to act in accordance with Director’s duties to the Company (including any subsidiary) and its stockholders.  Director agrees to comply with the director conduct policies and corporate governance policies adopted from time to time by the Board of Directors or a duly constituted committee thereof.  Director is not and will not be an employee of the Company.

2.Compensation.  Director’s compensation for serving as a member of the Board of Directors, a member of any committee thereof, or as the chairman of the Board of Directors or any committee thereof shall be as determined from time to time by the Board of Directors or a duly authorized committee thereof.  Effective January 1, 2015, Director’s compensation for service as a member of the Board of Directors is $40,000 per annum. If and to the extent applicable to Director, the chairman of certain Board of Directors committees are currently entitled to additional compensation as follows:  $10,000 per annum for the chairman of the Audit Committee, $7,500 per annum for the chairman of the Compensation Committee and $5,000 per annum for the chairman of the Nominating and Governance  Committee.  The Board of Directors or a duly authorized committee may from time to time determine, in their sole discretion, to make awards to Director pursuant to the Company’s equity-based compensation programs.  The foregoing compensation shall be periodically reviewed and may be increased, decreased or otherwise changed by the Board of Directors or any duly authorized committee thereof from time to time, in their sole discretion.  Except as otherwise determined by the Board of Directors or a duly authorized committee thereof, Director shall accrue no further compensation for Director’s service as a member of the Board of Directors or any committee thereof, or as the chairman of the Board of Directors or any committee thereof, following the date on which such Director ceases to hold such position for any reason.

3.Expenses.  The Company will reimburse Director for reasonable business expenses incurred on behalf of the Company in discharging Director’s duties as a member of the Board of Directors in accordance with the Company’s then-prevailing policy on reimbursement of board of directors expenses.

4.Term.  Except as otherwise provided herein, the term of this Agreement and the duties and obligations of Director and the Company under it shall continue until the date that Director ceases to be a member of the Company’s Board of Directors for any reason.  Director acknowledges that Director has no right to continued membership on the Board of Directors or any committee thereof, or chairmanship of the Board of Directors or any committee thereof, and may be removed from any such position at any time in the manner permitted by applicable laws, the Company’s certificate of incorporation and bylaws and any applicable corporate governance policies.

1

5.Miscellaneous.

(a)Entire Agreement.  This Agreement and any written indemnification agreement between the parties represent the entire agreement among the parties with respect to the subject matter herein.

(b)Amendments and Supplements.  This Agreement may not be altered, changed or amended, except by an instrument in writing signed by the parties hereto.

(c)Governing Law.  This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Delaware, without regard to its principles of conflicts of laws. Any action or proceeding arising out of or relating to this Agreement shall be filed in and heard and litigated solely before the federal courts of the State of Washington located within the County of King.

(d)Injunctive Relief.  It is agreed that the rights and benefits of the Company pursuant to this Agreement are unique and that no adequate remedy exists at law if Director shall fail to perform, or breaches, any of Director’s obligations thereunder, that it would be difficult to determine the amount of damages resulting therefrom, and that any such breach would cause irreparable injury to the Company.  Therefore, the Company shall be entitled to injunctive relief to prevent or restrain any breach of this Agreement by Director.

(e)Counterparts.  This Agreement may be executed in one or more counterparts, all of which together shall constitute one and the same Agreement.

* * * * *

2

IN WITNESS WHEREOF, the parties have caused this Board of Directors Services Agreement to be executed as of the date first written above.

BIOLIFE SOLUTIONS INC.

By:_________________________________

Name: Michael Rice

Title:  Chief Executive Officer

______________________

[          ]

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