8-K
CRYO CELL INTERNATIONAL INC (CCEL)
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): October 20 2021
CRYO-CELL INTERNATIONAL, INC.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-40767 | 22-3023093 |
|---|---|---|
| (State or Other Jurisdiction<br><br><br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br><br>Identification No.) |
| 700 Brooker Creek Blvd., Suite 1800, Oldsmar, FL | 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 Instructions 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br><br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, Par Value $0.01 | CCEL | OTCQB |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
|---|
On October 20, 2021, the Company held its Annual Meeting of Stockholders. At the Annual Meeting, stockholders considered the election of five directors, the ratification of the Company’s independent registered accountants and the approval of a non-binding advisory resolution regarding the compensation of the Company’s name executive officers in its proxy statement for stockholder consideration.
The final result of the stockholder vote was certified on October 20, 2021 and is as follows:
| 1. | To consider the election of five individuals to the Company’s Board of Directors. |
|---|
Under plurality of 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, Brian Sheehy and Daniel Mizrahi as directors, each for a one-year term, as follows:
| Harold Berger | ||
|---|---|---|
| For | 4,714,907 | |
| Withhold | 664,872 | |
| Daniel Mizrahi | ||
| For | 5,108,313 | |
| Withhold | 271,466 | |
| David Portnoy | ||
| For | 4,596,670 | |
| Withhold | 783,109 | |
| Mark Portnoy | ||
| For | 4,609,856 | |
| Withhold | 769,923 | |
| Brian Sheehy | ||
| For | 4,455,655 | |
| Withhold | 924,124 | |
| 2. | The ratification of the appointment of WIPFLI LLC as the Company’s independent registered public accounting firm for the fiscal year ending November 30, 2021. | |
| --- | --- | |
| For | Against | Abstain |
| --- | --- | --- |
| 5,304,083 | 29,659 | 46,037 |
| 3. | The approval of the Company’s non-binding resolution regarding the compensation of the Company’s named executive officers. | |
| --- | --- | |
| For | Against | Abstain |
| --- | --- | --- |
| 4,694,769 | 642,650 | 42,360 |
| 4. | In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting or any adjournments or postponements thereof. | |
| --- | --- | |
| For | Against | Abstain |
| --- | --- | --- |
| 3,940,329 | 675,802 | 751,448 |
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 thereunto duly authorized.
| CRYO-CELL INTERNATIONAL, INC. | ||
|---|---|---|
| Dated: October 25, 2021 | By: | /s/ David Portnoy |
| David Portnoy | ||
| Chairman and Co-Chief Executive Officer |