UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 6, 2025
CRYOPORT, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-34632 | 88-0313393 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
112 Westwood Place, Suite 350 Brentwood, TN 37027 | ||||
| (Address of principal executive offices, including zip code) | ||||
| Registrant’s telephone number, including area code: (949) 470-2300 | ||||
| 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)) | |
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, $0.001 par value | CYRX | The NASDAQ Stock Market LLC |
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. |
On June 6, 2025, Cryoport, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). The final voting results for the proposals submitted to a vote of stockholders at the Annual Meeting, each of which is described in detail in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on April 25, 2025 (“Proxy Statement”), are set forth below.
Proposal No. 1: Election of Directors. The individuals listed below were elected to serve as directors of the Company until the Company’s 2026 Annual Meeting of Stockholders or until their successors are duly elected and qualified or their earlier death, resignation, or removal:
| Director Nominee | Votes For | Votes Withheld | Broker Non-Votes |
| Linda Baddour | 35,239,403 | 4,653,061 | 3,844,856 |
| Daniel M. Hancock | 39,535,584 | 356,880 | 3,844,856 |
| Robert Hariri, M.D., Ph.D. | 38,422,159 | 1,470,305 | 3,844,856 |
| Ram M. Jagannath | 39,306,265 | 586,199 | 3,844,856 |
| Ramkumar Mandalam, Ph.D. | 38,370,448 | 1,522,016 | 3,844,856 |
| Jerrell W. Shelton | 39,476,173 | 416,291 | 3,844,856 |
Proposal No. 2: Ratification of the appointment of Deloitte and Touche LLP as the independent registered public accounting firm of the Company and its subsidiaries for the year ending December 31, 2025. This proposal was approved as set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 36,599,870 | 14,542 | 123,890 | — |
Proposal No. 3: Advisory vote to approve the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement. This proposal was approved as set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 31,308,283 | 1,549,637 | 35,526 | 3,844,856 |
Proposal No. 4: Advisory vote to approve the preferred frequency of future advisory votes on the compensation of the named executive officers. This proposal was approved as set forth below:
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes |
| 31,819,718 | 311,644 | 733,429 | 28,655 | 3,844,856 |
After considering the results of the vote of the stockholders on Proposal No. 4 and consistent with the recommendation of the Company’s Board of Directors, the Company will include a non-binding stockholder advisory vote to approve the compensation of its named executive officers in its proxy materials every year until the next required vote on the frequency of stockholder votes on named executive officer compensation.
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.
| Date: June 10, 2025 | Cryoport, Inc. |
| /s/ Robert Stefanovich | |
| Robert Stefanovich | |
| Chief Financial Officer |