8-K

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): June 18, 2021

BIOLIFE SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36362	94-3076866
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3303 Monte Villa Parkway, Suite 310, Bothell, WA	98021
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:     (425) 402-1400

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:

☐ 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	Name of exchange on which registered
BioLife Solutions, Inc. Common Shares	BLFS	NASDAQ Capital Market

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.

On June 18, 2021, BioLife Solutions, Inc. (the “Company”) completed its 2021 annual meeting of stockholders (the “Annual Meeting”). The number of shares of stock entitled to vote at the Annual Meeting was 34,773,060 consisting of 33,718,859 shares of common stock and 1,054,201 shares of unvested restricted stock (collectively, the “Voting Stock”). The number of shares of Voting Stock present or represented by valid proxy at the Annual Meeting was 19,951,001 shares. At the Annual Meeting, the Company’s stockholders (i) re-elected each of Michael Rice, Raymond W. Cohen, Andrew Hinson, Joseph Schick, Amy Duross and Rachel Ellingson as directors, (ii) approved, on a non-binding, advisory basis, the Company’s executive compensation, and (iii) approved an amendment to the Second Amended and Restated 2013 Performance Incentive Plan to increase the aggregate number of shares of common stock which may be issued under the plan from 5,000,000 to 6,500,000 shares. The following is a tabulation of the voting on the proposals presented at the Annual Meeting:

Proposal No. 1 – Election of directors

Michael Rice, Raymond W. Cohen, Andrew Hinson, Joseph Schick, Amy Duross, and Rachel Ellingson were elected to serve until the 2022 annual meeting of stockholders or until their successors are elected and qualified or until their earlier resignation or removal. The voting results were as follows:

Nominee	Shares Voted For	Shares Withheld	Broker Non-Vote
Michael Rice	19,779,345	171,656	0
Raymond W. Cohen	19,459,325	491,676	0
Andrew Hinson	19,193,703	757,298	0
Joseph Schick	17,226,353	2,724,648	0
Amy Duross	19,913,360	37,641	0
Rachel Ellingson	19,804,907	146,094	0

Proposal No. 2 – Approval, by non-binding advisory vote, of the Company’s executive compensation

The Company’s executive compensation, by non-binding advisory vote, was approved. The voting results were as follows: 

Votes For	Votes Against	Abstentions	Broker Non-Votes
14,145,547	5,782,635	22,819	0

Proposal No. 3 –  Approval of amendment to the Second Amended and Restated 2013 Performance Incentive Plan to increase the aggregate number of shares of common stock which may be issued under the plan from 5,000,000 to 6,500,000 shares

The Amendment to the Second Amended and Restated 2013 Performance Incentive Plan to increase the aggregate number of shares of common stock which may be issued under the plan from 5,000,000 to 6,500,000 shares was approved. The voting results were as follows:

Shares Voted For	Shares Voted Against	Shares Abstaining	Broker Non-Vote
18,427,290	1,504,673	19,038	0

SIGNATURE

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

	BioLife Solutions, Inc.
Date:  June 24, 2021	By:	/s/ Roderick de Greef
		Roderick de Greef
		Chief Financial Officer

XML

Document And Entity Information	Jun. 18, 2021
Document Information [Line Items]
Entity, Registrant Name	BIOLIFE SOLUTIONS, INC.
Document, Type	8-K
Document, Period End Date	Jun. 18, 2021
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-36362
Entity, Tax Identification Number	94-3076866
Entity, Address, Address Line One	3303 Monte Villa Parkway
Entity, Address, Address Line Two	Suite 310
Entity, Address, City or Town	Bothell
Entity, Address, State or Province	WA
Entity, Address, Postal Zip Code	98021
City Area Code	425
Local Phone Number	402-1400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	BioLife Solutions, Inc. Common Shares
Trading Symbol	BLFS
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000834365