UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
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(Exact name of registrant as specified in its charter)
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(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive office) (zip code)
Registrant's telephone number, including area code: (
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(Former name or former address, if changed since last report)
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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):
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. ☐
Section 5 Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders
On November 16, 2021, CryoLife, Inc. (the “Company” or “CryoLife”) held a special meeting of stockholders of the Company (the “Special Meeting”). Holders of 30,697,870 shares of the Company’s common stock, which represented approximately 78% of the shares of the Company’s common stock outstanding and entitled to vote as of the record date of September 21, 2021, were represented in person or by proxy at the Special Meeting.
At the Special Meeting, CryoLife’s stockholders (i) approved the reincorporation of CryoLife from the State of Florida to the State of Delaware, including the Plan of Conversion, Florida Articles of Conversion, Delaware Certificate of Conversion, Delaware Certificate of Incorporation, and Delaware Bylaws, (ii) approved an exclusive forum provision as set forth in the Delaware Certificate of Incorporation to take effect following the reincorporation, and (iii) approved an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Reincorporation Proposal or the Exclusive Forum Proposal.
The final results of the voting on each matter of business at the Special Meeting are as follows:
(i)Approval of the reincorporation of CryoLife from the State of Florida to the State of Delaware, including the Plan of Conversion, Florida Articles of Conversion, Delaware Certificate of Conversion, Delaware Certificate of Incorporation, and Delaware Bylaws.
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Votes For | Votes Against | Votes Abstain | Broker Non-Votes |
30,214,640 | 358,217 | 125,013 | - |
(ii)Approval of an exclusive forum provision as set forth in the Delaware Certificate of Incorporation to take effect following the reincorporation.
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Votes For | Votes Against | Votes Abstain | Broker Non-Votes |
27,052,290 | 3,541,055 | 131,524 | - |
(iii)Approval of an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Reincorporation Proposal or the Exclusive Forum Proposal.
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Votes For | Votes Against | Votes Abstain | Broker Non-Votes |
24,968,570 | 5,550,631 | 178,668 | - |
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Section 9 Financial Statements and Exhibits
Item 9.01 Exhibits
(d)Exhibits.
Exhibit Number |
| Description |
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, CryoLife, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 18, 2021
| CRYOLIFE, INC. | |
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| By: | /s/ D. Ashley Lee |
| Name: | D. Ashley Lee |
| Title: | Executive Vice President, Chief Operating Officer and Chief Financial Officer |
Document And Entity Information |
Nov. 16, 2021 |
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| Document And Entity Information [Abstract] | |
| Document Type | 8-K |
| Document Period End Date | Nov. 16, 2021 |
| Entity Registrant Name | CRYOLIFE, INC. |
| Entity Incorporation, State or Country Code | FL |
| Entity File Number | 1-13165 |
| Entity Tax Identification Number | 59-2417093 |
| Entity Address, Address Line One | 1655 Roberts Boulevard, N.W. |
| Entity Address, City or Town | Kennesaw |
| Entity Address, State or Province | GA |
| Entity Address, Postal Zip Code | 30144 |
| City Area Code | 770 |
| Local Phone Number | 419-3355 |
| Title of 12(b) Security | Common Stock, $0.01 par value |
| Trading Symbol | CRY |
| Security Exchange Name | NYSE |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | false |
| Entity Central Index Key | 0000784199 |
| Amendment Flag | false |