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CRYOLIFE INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders

May 27, 2014



Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At CryoLife, Inc.'s (the "Company" or "CryoLife") 2014 Annual Meeting of Stockholders held on May 21, 2014 (the "Annual Meeting"), CryoLife's stockholders approved the CryoLife, Inc. Second Amended and Restated 2009 Stock Incentive Plan (the "Amended Plan"). The Amended Plan became effective May 22, 2014, provides for an additional 3.0 million shares eligible for grant, and extends the duration of the plan from May 16, 2019 to May 22, 2021. The terms and conditions of the Amended Plan are described in the Company's 2014 proxy statement filed with the Securities and Exchange Commission on April 8, 2014 (the "2014 Proxy") on pages 68 to 77, which are incorporated herein by reference.

On May 22, 2014, the Company amended (the "Amendment") its employment agreement with Steven G. Anderson, the Company's Chairman of the Board of Directors, President and Chief Executive Officer (the "Agreement"). The Amendment extends the term of the Agreement, which became effective January 1, 2013. The terms and conditions of the Agreement are described in the 2014 Proxy on pages 42 to 44, which are incorporated herein by reference. The Amendment became effective May 22, 2014, and it extends the term of the Agreement, which was set to expire according to its terms on December 31, 2015, for an additional year, through December 31, 2016. Mr. Anderson will continue to serve as the Company's President and Chief Executive Officer, and he will continue to serve as the Chairman of the Board of Directors of the Company, subject to the Board's exercise of its fiduciary duties. Except for extending the term of the Agreement, the Amendment did not modify the parties' rights or obligations under the Agreement.

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

At the Annual Meeting, CryoLife's stockholders elected each individual that was nominated for election as director of the Company to serve until the next annual meeting or until their successors are elected and have been qualified. The stockholders also (i) approved, by non-binding vote, the compensation paid to CryoLife's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion; (ii) approved the CryoLife, Inc. Second Amended and Restated 2009 Stock Incentive Plan; and (iii) ratified the selection of Ernst & Young LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2014.

The final results of the voting on each matter of business at the 2014 Annual Meeting are as follows: Election of Directors Name Votes For Votes Withheld Broker Non-Votes Steven G. Anderson 19,607,215 371,087 6,213,346 Thomas F. Ackerman 19,671,405 306,897 6,213,346 James S. Benson 19,624,919 353,383 6,213,346 Daniel J. Bevevino 19,461,273 517,029 6,213,346 Ronald C. Elkins, M.D. 18,897,627 1,080,675 6,213,346 Ronald D. McCall, Esq. 18,801,422 1,176,880 6,213,346 Harvey Morgan 19,624,251 354,051 6,213,346 Jon W. Salveson 19,545,710 432,592 6,213,346



Approval, by non-binding vote, of the compensation paid to CryoLife's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion

Votes For Votes Against Votes Abstain Broker Non-Votes 18,850,564 852,096 275,642 6,213,346 Approval of the CryoLife, Inc. Second Amended and Restated 2009 Stock Incentive Plan Votes For Votes Against Votes Abstain Broker Non-Votes 15,849,201 3,080,698 1,048,403 6,213,346



Ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2014

Votes For Votes Against Votes Abstain 26,018,167 125,655 47,826 -1-



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Source: Edgar Glimpses


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