Current Report Filing (8-k)
June 08 2017 - 4:21PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 7, 2017
Cerus Corporation
(Exact Name of Registrant as Specified in Charter)
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Delaware
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000-21937
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68-0262011
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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2550 Stanwell Drive
Concord, California
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94520
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants Telephone Number, Including Area Code: (925) 288-6000
N/A
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or
Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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
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Submission of Matters to a Vote of Security Holders
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On June 7, 2017, Cerus
Corporation (the Company) held its 2017 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. A more complete description of each matter is set forth in the Companys definitive proxy statement filed with the Securities and Exchange
Commission on April 28, 2017 (the Proxy Statement).
Proposal 1
The Companys stockholders elected each of the three nominees named below to the Board of Directors, to serve until the 2020 Annual
Meeting of Stockholders or until his respective successor has been duly elected and qualified.
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Nominee
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For
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Withheld
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Broker Non-Votes
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Timothy B. Anderson
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39,931,743
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18,360,428
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32,618,382
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Bruce C. Cozadd
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32,898,548
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25,393,623
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32,618,382
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William M. Greenman
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40,991,188
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17,300,983
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32,618,382
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Proposal 2
The Companys stockholders approved an amendment and restatement of the Companys 2008 Equity Incentive Plan, as amended, to increase
the aggregate number of shares of common stock authorized for issuance thereunder by 6,000,000 shares and to make certain other changes thereto as described in the Proxy Statement.
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For
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Against
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Abstain
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Broker Non-Votes
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35,408,204
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22,487,456
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396,511
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32,618,382
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Proposal 3
The Companys stockholders approved, on an advisory basis, the compensation of the Companys named executive officers as disclosed in
the Proxy Statement.
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For
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Against
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Abstain
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Broker Non-Votes
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40,020,880
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4,530,518
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13,740,773
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32,618,382
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Proposal 4
The Companys 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, 2017.
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For
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Against
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Abstain
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73,048,560
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3,971,283
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13,890,710
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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.
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CERUS CORPORATION
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Dated: June 8 , 2017
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By:
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/s/ Chrystal N. Menard
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Chrystal N. Menard
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Chief Legal Officer and General Counsel
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