UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 1, 2022, Cerus Corporation (the “Company”) held its 2022 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, as applicable. 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 22, 2022 (the “Proxy Statement”).
Proposal 1
The Company’s stockholders elected each of the two nominees named below to the Board of Directors to serve until the 2025 Annual Meeting of Stockholders or until her respective successor has been duly elected and qualified.
| Nominee |
For | Withheld | Broker Non-Votes | |||||||||
| Jami Dover Nachtsheim |
102,368,249 | 13,619,099 | 28,144,591 | |||||||||
| Gail Schulze |
109,168,050 | 6,819,298 | 28,144,591 | |||||||||
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 available for issuance thereunder by 12,000,000 shares and to make certain other changes thereto as described in the Proxy Statement.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 93,011,834 |
22,736,784 | 238,730 | 28,144,591 |
Proposal 3
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 | |||
| 111,539,185 |
4,103,533 | 344,630 | 28,144,591 |
Proposal 4
The Company’s stockholders indicated, on an advisory basis, the preferred frequency of one-year for stockholder advisory votes on the compensation of the Company’s named executed officers.
| One Year |
Two Years |
Three Years |
Abstain |
Broker Non-Votes | ||||
| 111,883,222 |
473,720 | 3,076,140 | 554,266 | 28,144,591 |
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, 2022.
| For |
Against |
Abstain | ||
| 142,162,636 |
1,686,573 | 282,730 |
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 2, 2022 | ||||||
| By: | /s/ Chrystal N. Menard | |||||
| Chrystal N. Menard | ||||||
| Chief Legal Officer and General Counsel | ||||||