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): July 10, 2012
CRYO-CELL INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | | 0-23386 | | 22-3023093 |
(State or Other Jurisdiction of Incorporation) | | (Commission File No.) | | (I.R.S. Employer Identification No.) |
| 700 Brooker Creek Blvd., Suite 1800, Oldsmar, Florida | | 34677 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (813) 749-2100
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 5.07 Submission of Matters to a Vote of Security Holders
On July 10, 2012, Cryo-Cell International, Inc. (the “Company”) held its Annual Meeting of Stockholders. At the Annual Meeting, shareholders considered the election of six directors, the ratification of independent registered public accountants and approval of the Company’s 2012 Equity Incentive Plan.
The final result of the stockholder vote was certified on July 13, 2012 and is as follows:
| 1. | To consider for election six individuals to the Company’s Board of Directors |
Under plurality voting, the six nominees who received the most “FOR” votes were elected as directors. The Company’s stockholders elected the Board of Director’s six nominees: Anthony Atala, M.D.; Harold Berger; David Portnoy; Mark Portnoy; George Gaines; and Jonathan Wheeler, M.D. as directors, each for a one-year term, as follows:
| | Anthony Atala, M.D. | | | |
| | For | | 4,989,956 | |
| | Withhold | | 12,607 | |
| | Broker non-votes | | — | |
| | | | | |
| | Harold Berger | | | |
| | For | | 4,989,956 | |
| | Withhold | | 12,607 | |
| | Broker non-votes | | — | |
| | | | | |
| | George Gaines | | | |
| | For | | 4,989,956 | |
| | Withhold | | 12,607 | |
| | Broker non-votes | | — | |
| | | | | |
| | David I. Portnoy | | | |
| | For | | 4,989,956 | |
| | Withhold | | 12,607 | |
| | Broker non-votes | | — | |
| | | | | |
| | Mark L. Portnoy | | | |
| | For | | 4,989,656 | |
| | Withhold | | 12,607 | |
| | Broker non-votes | | — | |
| | Jonathan H. Wheeler, M.D. | | | |
| | For | | 4,989,956 | |
| | Withhold | | 12,607 | |
| | Broker non-votes | | — | |
The stockholders did not approve the election of the following nominees:
| | Ajay Badlani | | | |
| | For | | 3,017,045 | |
| | Withhold | | 11,615 | |
| | Broker non-votes | | — | |
| | | | | |
| | Ki Yong Choi | | | |
| | For | | 3,018,419 | |
| | Withhold | | 10,241 | |
| | Broker non-votes | | — | |
| | | | | |
| | Michael W. Cho | | | |
| | For | | 3,017,045 | |
| | Withhold | | 11,615 | |
| | Broker non-votes | | — | |
| | | | | |
| | Michael D. Coffee | | | |
| | For | | 3,022,195 | |
| | Withhold | | 6,465 | |
| | Broker non-votes | | — | |
| | | | | |
| | Warren Hoeffler | | | |
| | For | | 3,023,195 | |
| | Withhold | | 5,465 | |
| | Broker non-votes | | — | |
| | | | | |
| | Gary D. Weinhouse | | | |
| | For | | 3,022,069 | |
| | Withhold | | 6,591 | |
| | Broker non-votes | | — | |
| 2. | The ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending November 30, 2012. |
| For | Against | Abstain | Broker Non-Vote |
| | | | |
| 7,484,861 | 550,722 | 5,200 | — |
| 3. | The approval of the Company’s 2012 Equity Incentive Plan. |
| For | Against | Abstain | Broker Non-Vote |
| | | | |
| 4,890,109 | 3,107,964 | 33,150 | — |
Item 9.01 Financial Statements and Exhibits
Not Applicable.
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.
| | | Cryo-Cell International, Inc. |
| DATE: July 13, 2012 | By: | /s/ David I. Portnoy |
| | | David I. Portnoy, Chairman and Co-Chief Executive Officer |
| | | |
