Cytosorbents Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
UNITED STATES
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| Item 5.07 | Submission of Matters to a Vote of Security Holders |
CytoSorbents Corporation (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on June 12, 2025. At the Annual Meeting, the following matters were submitted to a vote of stockholders:
| 1. | The election of five (5) directors to serve until the Company’s 2026 Annual Meeting of Stockholders, or until their respective successors are elected, except in the case of the death, resignation or removal of any director; |
| 2. | The approval of, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, disclosed pursuant to Item 402 of Regulation S-K; and |
| 3. | The ratification of the appointment of WithumSmith+Brown, PC, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. |
At the close of business on April 17, 2025, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 62,610,376 shares of the Company’s Common Stock outstanding and entitled to vote at the Annual Meeting. The holders of 40,071,481 shares of the Company’s Common Stock were represented in person or by proxy at the Annual Meeting, constituting a quorum.
At the Annual Meeting, (i) the five (5) directors were elected, (ii) the compensation of the Company’s named executive officers, disclosed pursuant to Item 402 of Regulation S-K, was approved, on a non-binding, advisory basis, and (iii) the appointment of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified.
Proposal No. 1— Election of Directors
The vote with respect to the election of directors was as follows:
| Nominees | For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Dr. Phillip P. Chan | 21,479,032 | 1,107,546 | 64,976 | 17,419,927 | ||||||||||||
| Dr. Edward R. Jones | 19,790,544 | 2,791,100 | 69,910 | 17,419,927 | ||||||||||||
| Michael Bator | 19,687,559 | 2,705,796 | 258,199 | 17,419,927 | ||||||||||||
| Alan D. Sobel | 19,313,170 | 3,319,370 | 19,014 | 17,419,927 | ||||||||||||
| Jiny Kim | 21,388,189 | 913,647 | 349,718 | 17,419,927 | ||||||||||||
Proposal No. 2 — Approval of the Compensation of the Company’s Named Executive Officers
The vote with respect to the approval of, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, disclosed pursuant to Item 402 of Regulation S-K was as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 18,189,951 | 1,720,512 | 2,741,091 | 17,419,927 | |||||||||||
Proposal No. 3 — Ratification of the Appointment of Independent Registered Public Accounting Firm
The vote with respect to the ratification of the appointment of WithumSmith+Brown, PC, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was as follows:
| For | Against | Abstain | ||||||||
| 39,485,868 | 553,680 | 31,933 | ||||||||
SIGNATURE
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.
| June 13, 2025 | CytoSorbents Corporation | ||
| By: | /s/ Dr. Phillip P. Chan | ||
| Name: | Dr. Phillip P. Chan | ||
| Title: | Chief Executive Officer | ||