Cryoport Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect six directors to serve until the 2027 Annual Meeting.

2. 2

   To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company and its subsidiaries for the year ending December 31, 2026

   ManagementBoard: FOR

   Ratify Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2026.

3. 3

   To approve, on an advisory basis, the compensation of the named executive officers

   ManagementBoard: FOR

   Non-binding, advisory 'say-on-pay' vote to approve the compensation of the named executive officers as disclosed in the proxy statement.

   More detail

   This management-sponsored, non-binding advisory proposal asks stockholders to approve the Company’s disclosed executive compensation program for the named executive officers (the “say-on-pay” vote). Management seeks this approval to validate its pay philosophy and incentive structure—combining base salary, annual cash incentives tied to revenue and Adjusted EBITDA, and long-term equity awards (largely performance-priced options and restricted stock rights)—that it says aligns executive incentives with stockholder value and long-term performance. The proxy explains that a significant portion of both short- and long-term pay is at-risk, with stock options priced at a 10% premium to grant-date market price and annual bonuses capped at 150% of target, and that the Compensation Committee uses an independent consultant and peer benchmarking. The Board notes that the advisory vote is intended to inform future compensation decisions and that the Board and Compensation Committee will consider the outcome when setting pay. The company also highlights governance safeguards—such as clawback policy, stock ownership guidelines, limitations on repricing, and the Compensation Committee’s independence—to support the program. Because the vote is advisory, it will not be binding, but management frames a favorable vote as reaffirmation of its strategy to attract and retain talent while linking pay to measurable financial metrics and stock performance. The Board’s recommendation to vote FOR is grounded in its view that the program is competitive, performance-oriented, and structured with governance protections and independent oversight. In context, the company received strong shareholder support on say-on-pay in 2025 (approx. 95% in favor), and management emphasizes its responsiveness to shareholder feedback in designing compensation. The recommendation thus reflects both the Committee’s assessment of pay-for-performance alignment and the desire to maintain retention and incentive tools necessary for execution of Cryoport’s growth strategy.

4. 4

   To approve an amendment to the Cryoport, Inc. 2018 Omnibus Equity Incentive Plan to, among other things, increase the number of authorized shares under the plan

   ManagementBoard: FOR

   Approve the Fourth Amendment to the 2018 Omnibus Equity Incentive Plan to increase the number of authorized shares (add 4,275,000 shares), extend the plan term and eliminate liberal share recycling provisions.

   More detail

   This management proposal requests stockholder approval of the Fourth Amendment to Cryoport’s 2018 Omnibus Equity Incentive Plan to add 4,275,000 shares to the plan, extend the plan’s term to the tenth anniversary of the Annual Meeting date, and eliminate the plan’s liberal share recycling provisions. Management explains the increase is intended to ensure the Company has sufficient shares to continue granting competitive equity awards used to attract, retain and motivate employees and executives; the Company reported only 2,437,831 shares remaining under the plan as of December 31, 2025 and expects depletion by year-end 2026 absent approval. The filing discloses the expected dilution impact: current outstanding awards plus available shares represent a 15.6% overhang, and approval would increase the total fully-diluted overhang to 13,495,469 shares, or approximately 21.3% of fully-diluted shares outstanding. The Board and Compensation Committee relied on an independent compensation consultant and peer benchmarking to set the request size and emphasize disciplined historical usage, a preference for premium-priced options (exercise price 10% above grant price) and other practices designed to limit dilution. The amendment also removes liberal recycling (so shares used to satisfy exercise prices or tax withholding generally are not added back), which clarifies share counting and increases transparency for stockholders. The Board recommends a vote FOR on the basis that the added share reserve will support the Company’s hiring and retention needs for the next two to three years while preserving governance safeguards (annual and per-person limits, independent administration, anti-repricing protections) and that, if approved, the Company intends to register the additional shares on Form S-8. The proposal raises standard tradeoffs for investors—additional potential dilution versus management’s argument that equity grants are essential to execute growth strategy and align employee incentives with stockholder returns.

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When is the Cryoport Inc 2026 annual meeting?

Cryoport Inc (CYRX) holds its 2026 annual shareholder meeting on Friday, June 5, 2026.

What is the record date for the Cryoport Inc 2026 meeting?

The record date for the Cryoport Inc 2026 meeting is Monday, April 6, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Cryoport Inc's 2026 meeting?

The board is presenting 6 director nominees at the Cryoport Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Cryoport Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Cryoport Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.