Form 8-K

 

 

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 1, 2011

 

 

CERUS CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   0-21937   68-0262011
(State of jurisdiction)   (Commission File No.)   (IRS Employer Identification No.)

2550 Stanwell Drive

Concord, California 94520

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (925) 288-6000

 

 

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

Cerus Corporation (the “Company”) held its Annual Meeting of Stockholders on June 1, 2011 (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 abstentions and broker non-votes with respect to each matter. A more complete description of each matter is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 22, 2011.

 

   

Each of the three directors proposed by the Company for re-election was elected by the following votes to serve until the Company’s 2014 Annual Meeting of Stockholders or until their respective successor has been elected and qualified. The tabulation of votes on this matter was as follows:

 

Nominee

   Shares
Voted For
     Shares
Withheld
 

Timothy B. Anderson

     16,282,983         460,953   

Bruce C. Cozadd

     16,249,222         494,714   

William M. Greenman

     16,372,538         371,398   

There were 23,558,270 broker non-votes for this proposal.

 

   

The Company’s stockholders also approved an amendment to the Company’s 2008 Equity Incentive Plan (the “2008 Plan”) to increase the aggregate number of shares of common stock authorized for issuance under the 2008 Plan by 2,000,000 shares. The tabulation of votes on this matter was as follows:

 

Votes For

 

Votes

Against

 

Votes

Abstaining

 

Broker

Non-Votes

14,192,149

  2,447,174   104,613   23,558,270

 

   

The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers. The tabulation of votes on this matter was as follows:

 

Votes For

 

Votes

Against

 

Votes

Abstaining

 

Broker

Non-Votes

15,670,724

  859,504   213,708   23,558,270

 

   

The Company’s stockholders approved, on a non-binding advisory basis, a preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers of “One-Year.” Based on the voting results for this proposal, the Company has decided to conduct a stockholder advisory vote on the compensation of its named executive officers in its proxy materials on an annual basis. The tabulation of votes on this matter was as follows:

 

Three Years

 

Two Years

 

One Year

 

Votes

Abstaining

 

Broker

Non-Votes

819,898

  1,980,062   13,428,997   514,979   23,558,270


   

Finally, the stockholders ratified the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2011. The tabulation of votes on this matter was as follows:

 

Votes For

 

Votes

Against

 

Votes

Abstaining

 

Broker

Non-Votes

39,164,336

  1,003,852   134,018   0


SIGNATURE

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
Dated: June 7, 2011   By:  

/s/ Kevin D. Green

  Kevin D. Green
  Vice President, Finance and Chief Accounting Officer