Current Report Filing (8-k)

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): May 1, 2020

CRYOPORT, INC.

(Exact name of registrant as specified in its charter)

Nevada	001-34632	88-0313393
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

112 Westwood Place, Suite 350 Brentwood, TN 37027
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (949) 470-2300

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 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))

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, $0.001 par value	CYRX	The NASDAQ Stock Market LLC
Warrants to purchase Common Stock	CYRXW	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 May 1, 2020, Cryoport, Inc. (the “Company”) held its 2020 Annual Meeting of the Stockholders (the “Annual Meeting”). The final voting results for the proposals submitted to a vote of stockholders at the Annual Meeting, each of which is described in detail in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on April 3, 2020 (the “Proxy Statement”), are set forth below.

Proposal No. 1: Election of Directors. The individuals listed below were elected to serve as directors of the Company until the Company’s 2021 Annual Meeting of Stockholders or until their successors are duly elected and qualified or their earlier death, resignation, or removal:

Director Nominee	Votes For	Votes Withheld	Broker Non-Votes
Richard Berman	8,932,563	14,660,353	6,901,300
Daniel M. Hancock	23,077,181	515,735	6,901,300
Robert Hariri, M.D., Ph.D.	17,343,546	6,249,370	6,901,300
Ramkumar Mandalam, Ph.D.	8,496,171	15,096,745	6,901,300
Jerrell W. Shelton	23,023,221	569,695	6,901,300
Edward J. Zecchini	10,641,420	12,951,496	6,901,300

Proposal No. 2: Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company and its subsidiaries for the year ending December 31, 2020. This proposal was approved as set forth below:

Votes For		Votes Against		Abstentions		Broker Non-Votes
30,367,512		56,666		70,038		—

Proposal No. 3: Advisory vote to approve the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement. This proposal was not approved as set forth below:

Votes For		Votes Against		Abstentions		Broker Non-Votes
8,258,380		14,949,157		385,379		6,901,300

The Company’s board of directors will take into consideration the shareholders’ vote on the election of directors and the advisory vote on executive compensation with respect to executive compensation and governance structure as well as the related disclosures in the proxy statement. The Company continues its ongoing shareholder outreach as the Company’s board of directors wishes always to ensure alignment between compensation, governance and long-term shareholder value creation.

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.