CytoSorbents Corporation

06/13/2025 | Press release | Distributed by Public on 06/13/2025 15:16

Proxy Results (Form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders

CytoSorbents Corporation (the "Company") held its 2025 Annual Meeting of Stockholders (the "Annual Meeting") on June 12, 2025. At the Annual Meeting, the following matters were submitted to a vote of stockholders:

1. The election of five (5) directors to serve until the Company's 2026 Annual Meeting of Stockholders, or until their respective successors are elected, except in the case of the death, resignation or removal of any director;
2. The approval of, on a non-binding, advisory basis, the compensation of the Company's named executive officers, disclosed pursuant to Item 402 of Regulation S-K; and
3. 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, 2025.

At the close of business on April 17, 2025, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 62,610,376 shares of the Company's Common Stock outstanding and entitled to vote at the Annual Meeting. The holders of 40,071,481 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 (5) 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 a non-binding, advisory basis, and (iii) the appointment of the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified.

Proposal No. 1- Election of Directors

The vote with respect to the election of directors was as follows:

Nominees For Against Abstain Broker Non-Votes
Dr. Phillip P. Chan 21,479,032 1,107,546 64,976 17,419,927
Dr. Edward R. Jones 19,790,544 2,791,100 69,910 17,419,927
Michael Bator 19,687,559 2,705,796 258,199 17,419,927
Alan D. Sobel 19,313,170 3,319,370 19,014 17,419,927
Jiny Kim 21,388,189 913,647 349,718 17,419,927

Proposal No. 2 - Approval of the Compensation of the Company's Named Executive Officers

The vote with respect to the approval of, on a non-binding, advisory basis, the compensation of the Company's named executive officers, disclosed pursuant to Item 402 of Regulation S-K was as follows:

For Against

Abstain

Broker Non-Votes
18,189,951 1,720,512 2,741,091 17,419,927

Proposal No. 3 - 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, 2025 was as follows:

For Against Abstain
39,485,868 553,680 31,933
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