UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
 | Filed by the Registrant |  | Filed by a Party other than the Registrant |
| Check the appropriate box: | |
| Preliminary Proxy Statement |
| Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2)) |
| Definitive Proxy Statement |
| Definitive Additional Materials |
| Soliciting Material under §240.14a-12 |
VERICEL CORPORATION
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check all boxes that apply): | |
| No fee required. |
| Fee paid previously with preliminary materials. |
| Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| Your Vote Counts! | ||||
| VERICEL CORPORATION | ||||
| 2026 Annual Meeting of Shareholders | ||||
| Vote by April 28, 2026 | ||||
|
| 11:59 PM ET | |||
| V83886-P45794 | ||||
You invested in VERICEL CORPORATION and it’s time to vote!
You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be held on April 29, 2026 at 9:00 a.m. ET.
Get informed before you vote
View the 2026 Notice of Virtual Annual Meeting of Shareholders and Proxy Statement and Form 10-K online OR you can receive a free paper or email copy of the voting materials by requesting prior to April 15, 2026. If you would like to request a copy of the voting materials, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.
 | For complete information and to vote, visit www.ProxyVote.com | |
| Control # |  | |
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Smartphone users
Point your camera here and |  Vote Virtually at the Meeting*
April 29, 2026
Virtually at:
Vote by Mail You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. | ||
*Vericel will be hosting the Annual Meeting live via the Internet. You will not be able to attend the Annual Meeting in person. You can listen to and participate in the Annual Meeting live via the Internet at www.virtualshareholdermeeting.com/VCEL2026. The Annual Meeting webcast will begin promptly at 9:00 a.m. ET on April 29, 2026. We encourage you to access the Annual Meeting webcast prior to the start time. You will need the 16-digit control number listed above to be able to vote these shares during the Annual Meeting. Instructions on how to connect to the Annual Meeting and participate via the Internet, including how to demonstrate proof of stock ownership, will be posted at www.virtualshareholdermeeting.com/VCEL2026 two weeks prior to the date of the Annual Meeting.
| Vote at www.ProxyVote.com |
| THIS IS NOT A VOTABLE BALLOT
This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters. |
| Voting Items | Board Recommends | ||||||||
| 1. | Election of Directors | ||||||||
| Nominees: | |||||||||
01) Robert L. Zerbe 02) Alan L. Rubino 03) Heidi Hagen 04) Kevin F. McLaughlin | 05) Paul K. Wotton 06) Dominick C. Colangelo 07) Lisa Wright
|  | For | ||||||
| 2. | To approve, on an advisory basis, the compensation of Vericel Corporation’s named executive officers. | | For | ||||||
| 3. | To ratify the appointment of PricewaterhouseCoopers LLP as Vericel Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2026. | | For | ||||||
| NOTE: In their discretion, the proxies are authorized to vote upon any other matters that are properly brought by or at the direction of the Board of Directors before the Annual Meeting and at any adjournments or postponements thereof. Even if you are planning to attend the meeting virtually, you are urged to sign and mail this Proxy in the return envelope so that the stock may be represented at the meeting. | |||||||||
| Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”. | ||||||||
| V83887-P45794 |