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):  May 18, 2011

_______________________

CRYOLIFE, INC.
(Exact name of registrant as specified in its charter)
_________________________

Florida
1-13165
59-2417093
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)

1655 Roberts Boulevard, N.W., Kennesaw, Georgia  30144
(Address of principal executive office) (zip code)

Registrant's telephone number, including area code: (770) 419-3355

_____________________________________________________________
(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):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 
 
 

 
 
Section 5   Corporate Governance and Management

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

At the 2011 Annual Meeting of Stockholders held on May 18, 2011, CryoLife’s stockholders re-elected each of the Company’s directors that had been nominated to serve until the next annual meeting or until their successors are elected and have been qualified.  The stockholders also approved, by non-binding vote, the compensation paid to CryoLife’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, recommended that CryoLife conduct a shareholder advisory vote on executive compensation every year, and ratified the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2011.

In light of the shareholder recommendation regarding the frequency of the shareholder advisory votes on executive compensation, it is the current intention of the CryoLife Board of Directors to conduct an annual shareholder advisory vote on executive compensation until the next required vote on the frequency of shareholder advisory votes on executive compensation.

The final results of the voting on each matter of business at the 2011 Annual Meeting are as follows:

Election of Directors

Name
Votes For
Votes Withheld
Broker Non-Votes
Steven G. Anderson
18,820,042
610,442
4,613,396
Thomas F. Ackerman
18,293,077
1,137,407
4,613,396
James S. Benson
18,806,929
623,555
4,613,396
Daniel J. Bevevino
18,843,792
586,692
4,613,396
Ronald C. Elkins, M.D.
18,234,187
1,196,297
4,613,396
Ronald D. McCall, Esq.
18,248,244
1,182,240
4,613,396
Harvey Morgan
18,807,599
622,885
4,613,396

Approval, by non-binding vote, of the compensation paid to CryoLife’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion

Votes For
Votes Against
Votes Abstain
Broker Non-Votes
13,063,668
4,805,000
1,561,816
5,614,438

Recommendation, by non-binding vote, the frequency with which CryoLife will conduct shareholder advisory votes on executive compensation

1 Year
2 Years
3 Years
Abstain
Broker Non-Votes
15,053,601
224,903
2,653,731
1,498,249
5,614,438

Ratification of the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2011

Votes For
Votes Against
Votes Abstain
24,851,511
138,276
55,135

 
 

 

 
 
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.
 
 
  CRYOLIFE, INC.  
       
       
Date:  May 20, 2011
By:
/s/ D.A. Lee  
  Name: D. Ashley Lee  
  Title: Executive Vice President, Chief  
    Operating Officer and Chief  
    Financial Officer