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 16, 2021
CALADRIUS BIOSCIENCES, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware (State or Other Jurisdiction of Incorporation) | 001-33650 (Commission File Number) | 22-2343568 (IRS Employer Identification No.) | ||||||
110 Allen Road, Second Floor, Basking Ridge, NJ 07920
(Address of Principal Executive Offices)(Zip Code)
(908) 842-0100
Registrant's Telephone Number
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:
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))
| 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 | CLBS | The Nasdaq Capital Market | ||||||
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).
o Emerging growth company
o 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.
On June 16, 2021, at the 2021 Annual Meeting of Stockholders (the "Annual Meeting") of Caladrius Biosciences, Inc. (the "Company"), the stockholders voted on and approved the five proposals listed below. The following is a brief description of each matter voted upon at the Annual Meeting (for a full description of each such matter, see the Company's definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 28, 2021 (the "Proxy Statement")), as well as the final voting results with respect to each such matter:
Proposal 1. The stockholders re-elected David J. Mazzo, Ph.D. and Gregory B. Brown, M.D., as Class II directors until the annual meeting to be held in 2024. The final voting results with respect to David J. Mazzo, Ph.D. were as follows: 17,193,171 votes for; 198,208 votes against; 70,564 votes abstaining and 15,421,963 broker non-votes. The final voting results with respect to Gregory B. Brown, M.D., were as follows: 13,601,094 votes for; 289,035 votes against; 3,571,814 votes abstaining and 15,421,963 broker non-votes.
Proposal 2. The stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. The final voting results with respect to this Proposal were as follows: 32,732,827 votes for; 88,427 votes against; 62,652 votes abstaining and no broker non-votes.
Proposal 3. The stockholders approved, on a non-binding advisory basis, the executive compensation of the Company's named executive officers as described in the Proxy Statement. The final voting results with respect to this Proposal were as follows: 13,154,400 votes for; 712,043 votes against; 3,595,500 votes abstaining and 15,421,963 broker non-votes.
Proposal 4. The stockholders approved an amendment to the Caladrius Biosciences, Inc. 2018 Equity Incentive Compensation Plan (the "Plan") to increase the number of shares of common stock that may be issued under the Plan by 6,000,000. The final voting results with respect to this Proposal were as follows: 11,899,639 votes for; 5,486,411 votes against; 75,893 votes abstaining and 15,421,963 broker non-votes.
Proposal 5. The stockholders approved an adjournment or postponement of the Annual Meeting, if necessary, if there were not sufficient votes to provide a quorum. The final voting results with respect to this Proposal were as follows: 28,078,382 votes for; 1,078,149 votes against; 3,727,375 votes abstaining and no broker non-votes.
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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.
CALADRIUS BIOSCIENCES, INC.
By: /s/ David J. Mazzo
Name: David J. Mazzo, PhD
Title: President and Chief Executive Officer
Dated: June 16, 2021