06/09/2025 | Press release | Distributed by Public on 06/09/2025 11:39
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On June 3, 2025, the stockholders of Cerus Corporation (the "Company") approved an amendment and restatement of the Company's 2024 Equity Incentive Plan (the "2024 Equity Incentive Plan"). The material terms of the 2024 Equity Incentive Plan are described in the Company's Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 23, 2025 (the "Proxy Statement"), in the section entitled "Proposal No. 2 - Amendment and Restatement of the Company's 2024 Equity Incentive Plan" on pages 22 to 35, which description is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 3, 2025, the Company held its 2025 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 votes withheld, abstentions and broker non-votes with respect to each matter, as applicable. A more complete description of each matter is set forth in 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 2028 Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified.
Nominee |
For |
Withheld |
Broker Non-Votes |
Jami Dover Nachtsheim |
107,020,992 |
7,011,149 |
44,116,421 |
Hua Shan, MD, Ph.D. |
111,424,285 |
2,607,856 |
44,116,421 |
Proposal 2
The Company's stockholders approved amendment and restatement of the Company's 2024 Equity Incentive Plan.
For |
Against |
Abstain |
Broker Non-Votes |
74,344,720 |
39,504,222 |
183,199 |
44,116,421 |
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 |
104,504,639 |
9,321,156 |
206,346 |
44,116,421 |
Proposal 4
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, 2025.
For |
Against |
Abstain |
153,189,590 |
4,332,938 |
626,034 |
No other matters were submitted for stockholder action at the Annual Meeting.