false000102021400010202142024-06-052024-06-05

 

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): June 05, 2024

 

 

CERUS CORPORATION

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

000-21937

68-0262011

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

1220 Concord Avenue, Suite 600

 

Concord, California

 

94520

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 925 288-6000

 

 

(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:

☐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, par value $0.001 per share

 

CERS

 

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. ☐

 

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

(e) On June 5, 2024, the stockholders of Cerus Corporation (the “Company”) approved the Company’s 2024 Equity Incentive Plan (the “2024 Equity Incentive Plan”), as successor to the Company’s Amended and Restated 2008 Equity Incentive Plan. The material terms of the 2024 Equity Incentive Plan are described in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 26, 2024 (the “Proxy Statement”), in the section entitled “Proposal No. 2 – Approval of the Company’s 2024 Equity Incentive Plan” on pages 22 to 35, which description is incorporated herein by reference.

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

On June 5, 2024, the Company held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The following is a brief description of each matter voted upon at the Annual Meeting, as well as the number of votes cast for or against each matter and the number of votes withheld, abstentions and broker non-votes with respect to each matter, as applicable. A more complete description of each matter is set forth in the Proxy Statement.

 

Proposal 1

The Company’s stockholders elected each of the three nominees named below to the Board of Directors to serve until the 2027 Annual Meeting of Stockholders or until his respective successor has been duly elected and qualified.

Nominee

For

Withheld

Broker Non-Votes

Daniel N. Swisher, Jr.

102,894,156

11,112,129

37,619,620

Frank Witney, Ph.D.

106,863,649

7,142,636

37,619,620

Eric Bjerkholt

91,708,152

22,298,133

37,619,620

Proposal 2

The Company’s stockholders approved the 2024 Equity Incentive Plan, the successor plan to the Company’s Amended and Restated 2008 Equity Incentive Plan.

For

Against

Abstain

Broker Non-Votes

103,225,218

10,696,219

84,848

37,619,620

Proposal 3

The Company’s stockholders approved the amendment and restatement of the Company’s Amended and Restated Employee Stock Purchase Plan to increase the aggregate number of shares of common stock available for issuance thereunder by 2,000,000 shares.

For

Against

Abstain

Broker Non-Votes

110,627,916

3,305,453

72,916

37,619,620

Proposal 4

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.

For

Against

Abstain

Broker Non-Votes

104,504,936

9,178,691

322,658

37,619,620

Proposal 5

The Company’s stockholders ratified the selection of Ernst & Young LLP as the independent registered public accounting firm for the Company for its fiscal year ending December 31, 2024.

For

Against

Abstain

148,296,366

2,627,132

702,407

No other matters were submitted for stockholder action at the Annual Meeting.

Item 9.01 Financial Statements and Exhibits.

104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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.

 

 

 

CERUS CORPORATION

 

 

 

 

Date:

June 11, 2024

By:

/s/ Chrystal N. Jensen

 

 

 

Chrystal N. Jensen
Chief Legal Officer and General Counsel

 

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Document And Entity Information
Jun. 05, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jun. 05, 2024
Entity Registrant Name CERUS CORPORATION
Entity Central Index Key 0001020214
Entity Emerging Growth Company false
Entity File Number 000-21937
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 68-0262011
Entity Address, Address Line One 1220 Concord Avenue, Suite 600
Entity Address, City or Town Concord
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94520
City Area Code 925
Local Phone Number 288-6000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.001 per share
Trading Symbol CERS
Security Exchange Name NASDAQ
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