Cytosorbents Corp 8-K, filed Jun 7, 2023
Cytosorbents Corp (CTSO)
About this 8-K
Cytosorbents Corp filed this 8-K on June 7, 2023, reporting on events of June 6, 2023.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders |
CytoSorbents Corporation (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) on June 6, 2023. 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 2024 Annual Meeting of Stockholders, or until their respective successors shall have been duly elected and qualified; |
| 2. | The approval of, on an 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, 2023. |
At the close of business on April 13, 2023, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 43,954,198 shares of the Company’s Common Stock outstanding and entitled to vote at the Annual Meeting. The holders of 29,827,126 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 an advisory basis, and (iii) the appointment of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 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 | 20,039,568 | 790,050 | 71,592 | 8,925,916 | ||||||||||||
| Dr. Edward R. Jones | 20,176,235 | 653,457 | 71,518 | 8,925,916 | ||||||||||||
| Michael Bator | 18,628,159 | 2,200,221 | 72,830 | 8,925,916 | ||||||||||||
| Alan D. Sobel | 20,076,869 | 749,935 | 74,406 | 8,925,916 | ||||||||||||
| Jiny Kim | 20,213,793 | 554,746 | 132,671 | 8,925,916 | ||||||||||||
Proposal No. 2 — Approval of the Compensation of the Company’s Named Executive Officers
The vote with respect to the approval of, on an 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 | |||||||||||
| 14,146,730 | 2,774,611 | 3,979,869 | 8,925,916 | |||||||||||
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, 2023 was as follows:
| For | Against | Abstain | ||||||||
| 29,413,721 | 268,190 | 145,215 | ||||||||
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 hereunto duly authorized.
| June 7, 2023 | CytoSorbents Corporation | ||
| By: | /s/ Dr. Phillip P. Chan | ||
| Name: | Dr. Phillip P. Chan | ||
| Title: | Chief Executive Officer | ||