8-K 1 d806499d8k.htm FORM 8-K Form 8-K

 

 

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): July 22, 2014

 

 

CRYO-CELL INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   0-23386   22-3023093

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File No.)

  

(I.R.S. Employer

Identification No.)

 

700 Brooker Creek Blvd., Suite 1800, Oldsmar, Florida   34677
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (813) 749-2100

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))

 

 

 

Item 2.02. Results of Operations and Financial Condition.

On October 15, 2014, Cryo-Cell International, Inc. (the “Registrant”) issued the attached Press Release reporting on financial results for the three months ended August 31, 2014. The press release giving details associated with the Registrant’s earnings is attached as Exhibit 99.1 to this report. The information included in Exhibit 99.1 is considered to be “furnished” under the Securities Exchange Act of 1934.

 

Item 5.07 Submission of Matters to a Vote of Security Holders

On July 22, 2014, Cryo-Cell International, Inc. (the “Company”) held its Annual Meeting of Stockholders. At the Annual Meeting, shareholders considered the election of five directors, the ratification of independent registered public accountants and the approval of a non-binding advisory resolution regarding the compensation of the Company’s named executive officers in its proxy statement for shareholder consideration.

The final result of the stockholder vote was certified on July 22, 2014 and is as follows:

 

1. To consider for election five individuals to the Company’s Board of Directors

Under plurality voting, the five nominees who received the most “FOR” votes were elected as directors. The Company’s stockholders elected the Board of Director’s five nominees: Harold Berger; David Portnoy; Mark Portnoy; George Gaines; and Jonathan Wheeler, M.D. as directors, each for a one-year term, as follows:

 

Harold Berger

   

For

      4,133,981   

Withhold

      2,437,588   

Broker non-votes

      2,531,565   

George Gaines

   

For

      4,182,930   

Withhold

      2,388,639   

Broker non-votes

      2,531,565   

David I. Portnoy

   

For

      4,134,960   

Withhold

      2,436,609   

Broker non-votes

      2,531,565   

Mark L. Portnoy

   

For

      4,085,623   

Withhold

      2,485,946   

Broker non-votes

      2,531,565   

Jonathan H. Wheeler, M.D.

   

For

      4,113,572   

Withhold

      2,457,997   

Broker non-votes

      2,531,565   

 

2. The ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending November 30, 2014.

 

For

   Against   Abstain   Broker Non-Vote
6,341,277   2,750,599   11,258   —  

 

3. The approval of the Company’s non-binding resolution regarding the compensation of the Company’s named executive officers.

 

For

   Against   Abstain   Broker Non-Vote
3,994,052   2,554,839   22,678   2,531,565

 

Item 9.01 Financial Statements and Exhibits

 

Financial Statements of Businesses Acquired.   Not Applicable.
Pro Forma Financial Information   Not Applicable.
Shell Company Transactions   Not Applicable.

Exhibits.

 

Exhibit
No.		    Description
99.1    Press Release, dated October 15, 2014

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.

 

      Cryo-Cell International, Inc.
DATE: October 16, 2014     By:  

/s/ David Portnoy

      David Portnoy
      Chairman and Co-Chief Executive Officer