| Item 1.02. | Entry into a Material Definitive Agreement. |
See Item 5.02 below.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective August 13, 2018, Arthur Ellis and Brian Sheehy were appointed to the Board of Directors of Cryo-Cell International, Inc. (the “Company”). Messrs. Ellis and Mr. Sheehy will be compensated for Board services in the same manner as othernon-employee members of the Board, as further described in the Company’s 2018 proxy statement.
Effective August 13, 2018, the Company entered into an agreement (the “Agreement”) with Messrs. Ellis and Sheehy pursuant to which, among other things, the Board of Directors of the Company agreed to take all necessary action to set the size of the Board at seven and appoint Messrs. Ellis and Sheehy to the Board and Messrs. Ellis and Sheehy agreed to resign from the Board if at any time thereafter they collectively own less than five percent of the shares of Common Stock of the Company. In addition, pursuant to the Agreement, during the Standstill Period (as defined in the Agreement), Messrs. Ellis and Sheehy agree, among other things, not to: (a) solicit proxies or written consents from the Company’s stockholders to vote in any manner that is not consistent with the Board’s recommendation; (b) encourage any person to vote or withhold his or her vote in any manner that is not consistent with the Board’s recommendation, or (c) present at any stockholder meeting any proposal for consideration of the stockholders or for the removal of any member of the Board. Additionally, during the Standstill Period, Messrs. Ellis and Sheehy agree, among other things, to vote their shares of Company common stock at each stockholders meeting: (a) for all of the persons nominated by the Board for election; (b) against the removal of any incumbent director of the Board unless such removal is recommended by the Board and (c) against the election of any person not nominated by the Board.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the Agreement, a copy of which is attached hereto as Exhibits 10.1 and incorporated by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On August 13, 2018, the Company held its Annual Meeting of Stockholders. At the Annual Meeting, stockholders considered the election of five directors, the ratification of the Company’s independent registered public accountants and the approval of anon-binding advisory resolution regarding the compensation of the Company’s named executive officers in its proxy statement for shareholder consideration.
The final result of the stockholder vote was certified on August 13, 2018 and is as follows:
