Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On
August 29, 2014, the Board of Directors of Cryoport, Inc.(the "Company") reelected Richard G. Rathmann, Ramkumar Mandalam, Ph.D, Jerrell W. Sheltonand Edward J. Zecchinito serve as directors.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its 2014 Annual Meeting of Stockholders ("Annual Meeting") on
August 29, 2014. On the record date of July 29, 2014, there were 60,037,846 shares of Common Stock and 275,705 shares of Class A Preferred Stock entitled to vote. Holders of the shares of common stock are entitled to one vote per share and holders of the shares of Class A Preferred Stock are entitled to 30 votes per share. Holders of the shares of common stock and holders of the shares of Class A Preferred Stock voted together as a single class on all matters (including the election of directors) submitted to a vote of stockholders at this annual meeting.
At the Annual Meeting, there were 40,759,838 shares present in person or represented by proxy, representing 59.7% of the total shares entitled to vote. The Company's stockholders voted on and approved each of the following four proposals. The final voting results of each proposal are set forth below.
Proposal No. 1: Election of Board of Directors to serve until the Company's 2015 Annual Meeting of Stockholders.
Directors Votes For Votes Withheld Broker Non-Votes Richard G. Rathmann 25,954,608 79,099 14,726,131 Ramkumar Mandalam, Ph.D. 25,954,608 79,099 14,726,131 Jerrell W. Shelton 25,863,698 170,009 14,726,131 Edward J. Zecchini 25,954,608 79,099 14,726,131 Votes For Votes Against Abstain Broker Non-Votes Proposal No. 2: Ratify the Audit 40,612,581 55,595
Committee's selection of
KMJ Corbin & Company LLPas our independent registered public accounting firm for the fiscal year ending March 31, 2015. Proposal No. 3: Approve an amendment 23,454,445 2,475,477 103,785 14,726,131 to the Company's 2011 Stock Incentive Plan to increase the number of shares of the Company's common stock available for issuance thereunder by 1,500,000 shares.
Proposal No. 4: To approve, on an 24,617,368 1,360,084
56,255 14,726,131 advisory basis, the compensation of the named executive officers, as disclosed in our Proxy Statement for the 2014 Annual Meeting of Stockholders.