20180525 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 23, 2018

_______________________

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)

_________________________



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”) 2018 Annual Meeting of Stockholders held on May 23, 2018 (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 addition of 1.9 million shares to the CryoLife, Inc. Equity and Cash Incentive Plan, 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, 2018.



The final results of the voting on each matter of business at the 2018 Annual Meeting are as follows:



Election of Directors



Name

Votes For

Votes Withheld

Broker Non-Votes

Thomas F. Ackerman

29,795,524  662,581  4,331,078 

Daniel J. Bevevino

29,052,513  1,405,592  4,331,078 

James W. Bullock

30,015,966  442,139  4,331,078 

Jeffrey H. Burbank

30,252,874  205,231  4,331,078 

J. Patrick Mackin

30,032,297  425,808  4,331,078 

Ronald D. McCall, Esq.

27,301,439  3,156,666  4,331,078 

Harvey Morgan

30,124,944  333,161  4,331,078 

Jon W. Salveson

27,584,336  2,873,769  4,331,078 

 

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

26,017,748

4,274,332

166,025

4,331,078



Approval of the addition of 1.9 million shares to the CryoLife, Inc. Equity and Cash Incentive Plan.



Votes For

Votes Against

Votes Abstain

Broker Non-Votes

25,612,584

4,653,867

191,654

4,331,078



Ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2018.



Votes For

Votes Against

Votes Abstain

34,289,633

481,979

17,571

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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 25, 2018



 

By:

/s/ Jean F. Holloway

Name:

Jean F. Holloway

Title:

Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary







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