Celularity Inc.

12/19/2025 | Press release | Distributed by Public on 12/19/2025 15:16

Proxy Results (Form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders.

On December 19, 2025, Celularity Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders voted on three proposals, each of which is described in more detail in its definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on November 7, 2025. The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for and against each matter and, if applicable, the number of abstentions and broker non-votes with respect to each matter.

Proposal 1. Stockholders elected the following nominees to serve as the Class I Directors on the Company's Board of Directors, to hold office until the Company's annual meeting of stockholders in 2028, and until his or her successor has been duly elected and qualified or until his or her earlier death, resignation or removal. The voting results for the nominees were as follows:

Director Name Votes For Votes Withheld Broker Non-Votes
Peter Diamandis, M.D. 4,710,208 9,890,022 4,855,923
Diane Parks 4,577,494 10,022,736 4,855,923
Geoffrey Ling, M.D. 5,094,809 9,505,421 4,855,923

Proposal 2. Stockholders ratified the appointment of EisnerAmper LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025. The voting results were as follows:

Votes For Votes Against Abstentions Broker Non-Votes
10,050,276 31,337 9,374,540 -

Proposal 3. Stockholders did not approve the amendment to the Company's 2021 Equity Incentive Plan to increase the number of shares of common stock reserved and available for awards by 3,500,000 shares. The voting results were as follows:

Votes For Votes Against Abstentions Broker Non-Votes
4,342,023 890,138 9,368,069 4,855,923
Celularity Inc. published this content on December 19, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on December 19, 2025 at 21:16 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]