Cryoport, Inc.

Regulatory Filings • May 22, 2024

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 17, 2024

CRYOPORT, INC.

(Exact name of registrant as specified in its charter)

Nevada	001-34632	88-0313393
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
112
Westwood Place , Suite
350 Brentwood , TN 37027
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: ( 949 ) 470-2300
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))

Securities registered pursuant to Section 12(b) of the Act:

| Title
of each class | Trading
Symbol(s) | Name
of each exchange on which registered |
| --- | --- | --- |
| Common Stock, $0.001 par value | CYRX | The NASDAQ Stock Market LLC |

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).

Emerging growth company ¨

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. ¨

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Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 17, 2024, Cryoport, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The final voting results for the proposals submitted to a vote of stockholders at the Annual Meeting, each of which is described in detail in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on April 3, 2024 (the “Proxy Statement”), are set forth below.

Proposal No. 1: Election of Directors . The individuals listed below were elected to serve as directors of the Company until the Company’s 2025 Annual Meeting of Stockholders or until their successors are duly elected and qualified or their earlier death, resignation, or removal:

Director Nominee — Linda Baddour	30,538,079	13,967,028	2,914,342
Richard Berman	20,467,679	24,037,428	2,914,342
Daniel M. Hancock	43,988,276	516,831	2,914,342
Robert Hariri, M.D., Ph.D.	30,402,476	14,102,631	2,914,342
Ram M. Jagannath	43,983,450	521,657	2,914,342
Ramkumar Mandalam, Ph.D.	37,777,184	6,727,923	2,914,342
Jerrell W. Shelton	41,903,449	2,601,658	2,914,342

Proposal No. 2: Ratification of the appointment of Deloitte and Touche LLP as the independent registered public accounting firm of the Company and its subsidiaries for the year ending December 31, 2024 . This proposal was approved as set forth below:

Votes For — 47,392,803	16,304	10,342	—

Proposal No. 3: Advisory vote to approve the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement . This proposal was approved as set forth below:

Votes For — 43,419,231	1,032,742	53,134	2,914,342

Proposal No. 4: Amendment to the Cryoport, Inc. 2018 Omnibus Equity Incentive Plan to increase the number of authorized shares under the plan . This proposal was approved as set forth below:

Votes For — 42,044,016	2,426,131	34,960	2,914,342

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Cryoport, Inc. 2018 Omnibus Equity Incentive Plan (as amended by the First Amendment, Second Amendment and Third Amendment, effective May 17, 2024)
104	Cover Page Interactive Data File (embedded within the inline XBRL document)

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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.

| Date: May 22,
2024 |
| --- |
| /s/ Robert Stefanovich |
| Robert Stefanovich |
| Chief Financial Officer |

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