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 5, 2018

 

CYTOSORBENTS CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware   001-36792   98-0373793
(State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)

 

7 Deer Park Drive, Suite K,

Monmouth Junction, New Jersey

 

08852

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (732) 329-8885

 

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))

 

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 5.07 Submission of Matters to a Vote of Security Holders


CytoSorbents Corporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 5, 2018. At the Annual Meeting, the following matters were submitted to a vote of stockholders:

 

1.The election of five (5) directors to serve until the Company’s 2019 Annual Meeting of Stockholders, or until their respective successors shall have been duly elected and qualified;
2.The approval of the compensation of the Company’s named executive officers, on an advisory basis; and
3.The ratification of the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the year ending December 31, 2018.

 

At the close of business on April 13, 2018, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 29,983,134 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. The holders of 24,047,845 shares of the Company’s common stock were represented in person or by proxy at the Annual Meeting, constituting a quorum.

 

At the Annual Meeting, the five directors were elected, and the other proposals submitted to stockholders were approved.

 

Proposal No. 1 — Election of Directors

 

The vote with respect to the election of directors was as follows:

 

Nominees  For  Withheld  Broker Non-Votes
Phillip P. Chan  8,297,589  89,420  15,660,836
Al W. Kraus  7,370,070  1,016,939  15,660,836
Edward R. Jones  8,235,529  151,480  15,660,836
Michael G. Bator  8,236,717  150,292  15,660,836
Alan D. Sobel  8,216,581  170,428  15,660,836

 

Proposal No. 2 — Approval of the Compensation of the Company’s Named Executive Officers

 

The vote with respect to the proposal to approve the compensation of the Company’s named executive officers, on an advisory basis, was as follows:

 

For  Against  Abstain  Broker Non-Votes
7,678,801  628,638  79,570  15,660,836

 

Proposal No. 3 — Ratification of the Appointment of Independent Registered Public Accounting Firm

 

The vote with respect to the ratification of the appointment of WithumSmith+Brown PC as the Company’s independent registered public accounting firm for the year ending December 31, 2018 was as follows:

 

For  Against  Abstain
23,719,711  247,383  80,751

 

 

 

 

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.

 

Dated: June 7, 2018 CYTOSORBENTS CORPORATION
     
  By: /s/ Dr. Phillip P. Chan
 

Name:   

Dr. Phillip P. Chan
  Title:

President and Chief Executive Officer