--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-24-024327" form_type: "8-K" ticker: "VCEL" cik: "0000887359" company_name: "Vericel Corp" filed_at: "2024-05-03T23:59:59+00:00" generated_at: "2026-06-02T23:37:46.679916+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.2 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # Vericel shareholders elect all eight director nominees and approve all proposals at 2024 annual meeting ## Summary - All eight director nominees elected with 35.2M to 42.3M votes each; Robert Zerbe received 41.3M for. - Advisory say-on-pay approved with 41.2M for, 2.0M against, 36.6K abstain. - Shareholders voted for annual say-on-pay frequency (42.5M for 1 year); board adopted yearly vote. - Ratification of PricewaterhouseCoopers as auditor approved with 43.6M for, 1.9M against. ## SEC filing metadata - accession: 0001140361-24-024327 - form_type: 8-K - ticker: VCEL - cik: 0000887359 - company_name: Vericel Corp - filed_at: 2024-05-03T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.2 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/887359/000114036124024327/0001140361-24-024327-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/887359/000114036124024327/ef20028422_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-24-024327 - JSON: https://secwatch.observer/filing/0001140361-24-024327.json - Plain text: https://secwatch.observer/filing/0001140361-24-024327.txt ## Key facts - Shareholder Votes Vericel Corp shareholders approved Advisory vote on the frequency of future advisory votes on executive compensation. at the 2024-05-01 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2024-05-01 source text: The Company’s shareholders voted, on an advisory basis, that future advisory votes on executive compensation should be submitted to the stockholders every year. The votes cast at the Annual Meeting for Proposal 3 were as follows: 1 Year 2 Years 3 Years Abstentions Broker Non-Votes 42,535,836 25,539 695,196 26,138 2,202,810 evidence_url: https://www.sec.gov/Archives/edgar/data/887359/000114036124024327/0001140361-24-024327-index.htm - Shareholder Votes Vericel Corp shareholders approved Election of each of Robert Zerbe, Alan Rubino, Heidi Hagen, Steven Gilman, Kevin McLaughlin, Paul Wotton, Lisa Wright and Dominick Colangelo as a director to serve for a one-year term. at the 2024-05-01 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-05-01 source text: The Company’s shareholders approved the nominees recommended for election in Proposal 1 at the Annual Meeting. Shareholders voted for directors as follows: Nominee For Abstain/Withheld Broker Non-Votes Robert Zerbe 41,278,370 2,004,339 2,202,810 Alan Rubino 41,205,989 2,076,720 2,202,810 Heidi Hagen 35,218,337 8,064,372 2,202,810 Steven Gilman 42,205,350 1,077,359 2,202,810 Kevin McLaughlin 42,263,852 1,018,857 2,202,810 Paul Wotton 40,144,951 3,137,758 2,202,810 Lisa Wright 40,724,522 2,558,187 2,202,810 Dominick Colangelo 42,041,793 1,240,916 2,202,810 evidence_url: https://www.sec.gov/Archives/edgar/data/887359/000114036124024327/0001140361-24-024327-index.htm - Shareholder Votes Vericel Corp shareholders approved Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2024. at the 2024-05-01 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2024-05-01 source text: The Company’s shareholders approved Proposal 4 to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2024. The votes cast at the Annual Meeting were as follows: Votes For Votes Against Abstentions 43,592,984 1,867,944 24,591 evidence_url: https://www.sec.gov/Archives/edgar/data/887359/000114036124024327/0001140361-24-024327-index.htm - Shareholder Votes Vericel Corp shareholders approved Non-binding advisory vote to approve the compensation of the named executive officers. at the 2024-05-01 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2024-05-01 source text: The Company’s shareholders approved, on a non-binding advisory basis, Proposal 2 concerning the compensation of the Company’s named executive officers. The votes cast at the Annual Meeting were as follows: Votes For Votes Against Abstentions Broker Non-Votes 41,241,020 2,005,128 36,561 2,202,810 evidence_url: https://www.sec.gov/Archives/edgar/data/887359/000114036124024327/0001140361-24-024327-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.