cytx-8k_20170522.htm

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):  May 22, 2017

 

CYTORI THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

001-34375

33-0827593

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

 

 

3020 Callan Road, San Diego, California 92121

(Address of principal executive offices, with zip code)

 

(858) 458-0900

(Registrant's telephone number, including area code)

 

n/a

(Former name or former address, if changed since last report)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in 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).

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.

 

Emerging growth company

 

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 Instruction 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))

 

 


 

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

 

The information relating to the 2014 Equity Incentive Plan of Cytori Therapeutics Inc., as Amended and Restated, set forth under, or incorporated by reference into, Item 5.07 below, is incorporated into this Item 5.02 by reference.

 

Item 5.07Submission of Matters to a Vote of Security Holders

 

(a)

On May 22, 2017, Cytori Therapeutics, Inc. (the “Company”) held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”). The Company filed its definitive proxy statement for the proposals voted upon at the annual meeting with the Securities and Exchange Commission on April 10, 2017.

 

(b)

As of March 23, 2017, the record date for the Annual Meeting, 23,672,429 shares of the Company’s common stock were issued and outstanding. A quorum of 15,603,136 shares of common stock were present or represented at the Annual Meeting. The following items of business were voted upon by stockholders at the Annual Meeting:  

 

 

1.

Election of Directors. The following members of the Board of Directors were elected to serve until the 2018 annual meeting of stockholders and until their respective successors are elected and qualified,  as follows:

 

 

VOTES FOR

WITHHOLD AUTHORITY

David M. Rickey

4,930,083

301,965

Richard J. Hawkins

4,463,416

768,632

Marc H. Hedrick, M.D.

4,912,753

319,295

Gregg A. Lapointe

4,935,635

296,413

Gary A. Lyons

4,649,790

582,258

Ronald A. Martell

4,916,530

315,518

Gail K. Naughton, Ph.D.

4,931,129

300,919

 

Broker Non-Votes: 10,371,088

 

 

2.

Ratify Independent Registered Public Accountants.  The appointment of BDO USA, LLP, independent registered public accountants, to act as our independent auditors for the fiscal year ending December 31, 2017 was ratified, as follows:

 

FOR

AGAINST

ABSTAIN

15,150,255

275,844

177,037

 

 

3.

Approve the amendment and restatement of the Company’s 2014 Equity Incentive Plan.  The amendment and restatement of the Company’s 2014 Equity Incentive Plan was approved as follows:

 

FOR

AGAINST

ABSTAIN

4,539,036

517,212

175,800

 

Broker Non-Votes: 10,371,088

 

 

4.

Frequency of Advisory Vote on Executive Compensation.   The advisory vote on the frequency of future advisory votes on executive compensation was as follows:

 

1 year

2 Years

3 Years

ABSTAIN

4,375,325

111,718

505,577

239,428

 

Broker Non-Votes: 10,371,088

 

 


 

The Board of Directors will make a determination as to frequency of an advisory vote on the compensation of our executive officers based on the results set forth above. The Company is required to hold votes on the frequency of advisory votes on executive compensation at least every six years.

 

Item 9.01Financial Statements and Exhibits.

 

(d)    Exhibits

 

 

 

 

 

Exhibit No.

 

Description

10.1

2014 Equity Incentive Plan of Cytori Therapeutics Inc., as Amended and Restated (incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 10, 2017).

 

 


 


 

SIGNATURES

 

 

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.

 

 

 

 

 

CYTORI THERAPEUTICS, INC.

 

 

                                                       Date:  May 22, 2017

By: /s/ Tiago Girao

 

Tiago Girao

 

VP Finance and Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 


 


 

Exhibit Index

 

Exhibit No.     

Description

10.1

2014 Equity Incentive Plan of Cytori Therapeutics Inc., as Amended and Restated (incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 10, 2017).