Item 5.07 Submission of Matters to a Vote of Security Holders
On November 16, 2021, CryoLife, Inc. (the "Company" or "CryoLife") held a
special meeting of stockholders of the Company (the "Special Meeting"). Holders
of 30,697,870 shares of the Company's common stock, which represented
approximately 78% of the shares of the Company's common stock outstanding and
entitled to vote as of the record date of September 21, 2021, were represented
in person or by proxy at the Special Meeting.
At the Special Meeting, CryoLife's stockholders (i) approved the reincorporation
of CryoLife from the State of Florida to the State of Delaware, including the
Plan of Conversion, Florida Articles of Conversion, Delaware Certificate of
Conversion, Delaware Certificate of Incorporation, and Delaware Bylaws, (ii)
approved an exclusive forum provision as set forth in the Delaware Certificate
of Incorporation to take effect following the reincorporation, and (iii)
approved an adjournment of the Special Meeting, if necessary, to solicit
additional proxies if there are not sufficient votes in favor of the
Reincorporation Proposal or the Exclusive Forum Proposal.
The final results of the voting on each matter of business at the Special
Meeting are as follows:
(i)Approval of the reincorporation of CryoLife from the State of Florida to the
State of Delaware, including the Plan of Conversion, Florida Articles of
Conversion, Delaware Certificate of Conversion, Delaware Certificate of
Incorporation, and Delaware Bylaws.
Votes For Votes Against Votes Abstain Broker Non-Votes
30,214,640 358,217 125,013
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(ii)Approval of an exclusive forum provision as set forth in the Delaware
Certificate of Incorporation to take effect following the reincorporation.
Votes For Votes Against Votes Abstain Broker Non-Votes
27,052,290 3,541,055 131,524
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(iii)Approval of an adjournment of the Special Meeting, if necessary, to solicit
additional proxies if there are not sufficient votes in favor of the
Reincorporation Proposal or the Exclusive Forum Proposal.
Votes For Votes Against Votes Abstain Broker Non-Votes
24,968,570 5,550,631 178,668
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