BioLife Solutions Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Biotechnology: Electromedical & Electrotherapeutic Apparatus
Health Care
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): August 1, 2024
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (425 ) 402-1400
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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:
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Securities registered pursuant to Section 12(b) of the Act:
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The | ||||||||
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).
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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. o
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 1, 2024, BioLife Solutions, Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”). Only stockholders of record as of the close of business on June 3, 2024 (the “Record Date”) were entitled to vote at the Annual Meeting. As of the Record Date, there were 46,068,755 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. The number of shares of the Company’s common stock present or represented by valid proxy at the Annual Meeting was 41,648,093. As addressed below, at the Annual Meeting, the Company’s stockholders (i) re-elected each of Roderick de Greef, Joydeep Goswami, Amy DuRoss, Rachel Ellingson, and Timothy Moore as directors, (ii) approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, and (iii) ratified the appointment by the audit committee of the Company’s board of directors (the “Audit Committee”) of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The following is a tabulation of the voting on the proposals presented at the Annual Meeting:
Proposal No. 1 – Election of directors.
Roderick de Greef, Joydeep Goswami, Amy DuRoss, Rachel Ellingson, and Timothy Moore were elected to serve until the 2025 annual meeting of stockholders and until his or her successor is duly elected and qualified, unless he or she resigns, is removed or otherwise is disqualified from serving as a director of the Company. The voting results were as follows:
| Nominee | Shares Voted For | Shares Withheld | Broker Non-Votes | |||||||||||||||||
| Roderick de Greef | 37,301,209 | 388,516 | 3,958,368 | |||||||||||||||||
| Joydeep Goswami | 23,884,582 | 13,805,143 | 3,958,368 | |||||||||||||||||
| Amy DuRoss | 36,431,877 | 1,257,848 | 3,958,368 | |||||||||||||||||
| Rachel Ellingson | 23,047,426 | 14,642,299 | 3,958,368 | |||||||||||||||||
| Timothy Moore | 36,885,165 | 804,560 | 3,958,368 | |||||||||||||||||
Proposal No. 2 – Approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers.
The compensation of the Company’s named executive officers by a non-binding, advisory vote was approved. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 32,528,855 | 4,957,793 | 203,077 | 3,958,368 | |||||||||||||||||
Proposal No. 3 – Ratification of the appointment by the Audit Committee of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
The ratification of the appointment by the Audit Committee of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was approved. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 41,605,751 | 32,608 | 9,734 | — | |||||||||||||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BioLife Solutions, Inc. | ||||||||
Date: August 6, 2024 | By: | /s/ Troy Wichterman | ||||||
| Name: Troy Wichterman | ||||||||
| Title: Chief Financial Officer | ||||||||