CERUS CORP false 0001020214 0001020214 2020-06-03 2020-06-03

 

 

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 3, 2020

 

Cerus Corporation

(Exact name of Registrant as Specified in Its Charter)

 

Delaware

 

000-21937

 

68-0262011

(State or Other Jurisdition
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

1220 Concord Ave., Suite 600
Concord, California

 

94520

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (925) 288-6000

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.001 per share

 

CERS

 

The Nasdaq Stock Market LLC

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 3, 2020, Cerus Corporation (the “Company”) held its 2020 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 Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2020 (the “Proxy Statement”).

Proposal 1

The Company’s stockholders elected each of the three nominees named below to the Board of Directors to serve until the 2023 Annual Meeting of Stockholders or until his respective successor has been duly elected and qualified.

Nominee

 

For

 

Withheld

 

Broker Non-Votes

Timothy B. Anderson

 

100,953,341

 

4,000,537

 

34,875,486

William M. Greenman

 

102,027,570

 

2,926,308

 

34,875,486

Timothy L. Moore

 

102,349,979

 

2,603,899

 

34,875,486

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 authorized for issuance thereunder by 5,000,000 shares and to make certain other changes thereto as described in the Proxy Statement.

For

 

Against

 

Abstain

 

Broker Non-Votes

69,221,532

 

35,602,984

 

129,362

 

34,875,486

Proposal 3

The Company’s stockholders approved an amendment and restatement of the Company’s Amended and Restated 1996 Employee Stock Purchase Plan to increase the aggregate number of shares of common stock authorized for issuance thereunder by 1,500,000 shares as described in the Proxy Statement.

For

 

Against

 

Abstain

 

Broker Non-Votes

98,900,803

 

5,962,821

 

90,254

 

34,875,486

Proposal 4

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

77,792,467

 

26,507,262

 

654,149

 

34,875,486

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, 2020.

For

 

Against

 

Abstain

133,329,967

 

6,121,117

 

378,280

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 8, 2020

 

 

By:

 

/s/ Chrystal N. Menard

     

 

Chrystal N. Menard

     

 

Chief Legal Officer and General Counsel

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