Current Report Filing (8-k)
June 02 2021 - 6:01AM
Edgar (US Regulatory)
0001175151
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0001175151
2021-06-01
2021-06-01
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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 1, 2021
CYTOSORBENTS CORPORATION
(Exact name of registrant as specified in
its charter)
Delaware
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001-36792
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98-0373793
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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7 Deer Park Drive, Suite K,
Monmouth Junction, New Jersey
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08852
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (732) 329-8885
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(Former name or former address, if changed since last report.)
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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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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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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Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, par value $0.001 per share
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CTSO
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The Nasdaq Stock Market LLC (Nasdaq Capital Market)
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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 (§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
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Submission of Matters to a Vote of Security Holders
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CytoSorbents Corporation (the “Company”)
held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”) on June 1, 2021. At the Annual Meeting, the following
matters were submitted to a vote of stockholders:
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1.
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The
election of five (5) directors to serve until the Company’s 2021 Annual Meeting of Stockholders, or until their respective successors
shall have been duly elected and qualified;
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2.
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The
approval of, on an advisory basis, the compensation of the Company’s named executive officers, disclosed pursuant to Item 402 of
Regulation S-K;
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3.
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The
determination of, on an advisory basis, the frequency with which the stockholders of the Company shall have an advisory vote on executive
compensation, as disclosed pursuant to the executive compensation disclosure rules of the Securities and Exchange Commission; and
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4.
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The
ratification of the appointment of WithumSmith+Brown, PC, as the Company’s independent registered public accounting firm for the
fiscal year ending December 31, 2021.
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At the close of business on April 12, 2021, the
record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 43,314,947 shares of the Company’s
Common Stock outstanding and entitled to vote at the Annual Meeting. The holders of 29,560,235 shares of the Company’s Common Stock
were represented in person or by proxy at the Annual Meeting, constituting a quorum.
At the Annual Meeting, (i) the five directors
were elected, (ii) the compensation of the Company’s named executive officers, disclosed pursuant to Item 402 of Regulation S-K,
was approved, on an advisory basis, (iii) once every one year was determined, on an advisory basis, as the as the frequency with which
the stockholders of the Company shall have an advisory vote on executive compensation, as disclosed pursuant to the executive compensation
disclosure rules of the Securities and Exchange Commission and (iv) the appointment of the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2021 was ratified.
Proposal
No. 1— Election of Directors
The vote with respect to the election of directors was as follows:
Nominees
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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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Al W. Kraus
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13,097,776
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8,411,918
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66,392
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7,984,149
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Dr. Edward R. Jones
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15,215,565
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6,238,723
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121,798
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7,984,149
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Michael Bator
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20,217,636
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1,246,877
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111,573
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7,984,149
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Dr. Phillip P. Chan
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19,834,063
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1,512,661
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229,362
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7,984,149
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Alan D. Sobel
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11,012,137
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10,455,586
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108,363
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7,984,149
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Proposal
No. 2 — Approval of the Compensation of the Company’s Named Executive Officers
The vote with
respect to the approval of, on an advisory basis, the compensation of the Company’s named executive officers, disclosed pursuant
to Item 402 of Regulation S-K was as follows:
For
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Against
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Abstain
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Broker Non-Votes
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16,862,382
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3,803,069
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910,635
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7,984,149
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Proposal
No. 3 — Determination of the Frequency of Stockholder Vote on Executive Compensation
The vote with
respect to the determination of, on an advisory basis, the frequency with which the stockholders of the Company shall have an advisory
vote on executive compensation, as disclosed pursuant to the executive compensation disclosure rules of the Securities and Exchange Commission
was as follows:
1 Year
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2 Years
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3 Years
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Abstain
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Broker Non-Votes
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13,281,073
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362,778
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7,821,199
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111,036
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7,984,149
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Proposal
No. 4 — Ratification of the Appointment of Independent Registered Public Accounting Firm
The vote with respect to the ratification of the appointment of WithumSmith+Brown,
PC, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 was as follows:
For
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Against
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Abstain
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28,482,540
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81,601
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996,094
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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.
June 2, 2021
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CytoSorbents Corporation
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By:
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/s/ Dr. Phillip P. Chan
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Name:
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Dr. Phillip P. Chan
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Title:
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Chief Executive Officer
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