SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8 - K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 6, 2012
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
2550 Stanwell Drive
Concord, California 94520
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (925) 288-6000
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)|
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|¨||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))|
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 6, 2012, at the 2012 Annual Meeting of Stockholders (the Annual Meeting) of Cerus Corporation (the Company), the Companys stockholders approved the Companys 2008 Equity Incentive Plan (the 2008 Plan), as amended (as so amended, the Amended 2008 Plan), to increase the number of shares of the Companys common stock authorized for issuance under the 2008 Plan by 3.0 million shares of common stock. Except for the increase in the number of shares authorized for issuance, the Amended 2008 Plan is identical to the 2008 Plan. The Amended 2008 Plan became effective immediately upon stockholder approval at the Annual Meeting.
In addition, on June 6, 2012 at the Annual Meeting, the Companys stockholders approved an amendment to the Companys 1996 Employee Stock Purchase Plan (the Purchase Plan) to increase the aggregate number of shares of the Companys common stock authorized for issuance under the Purchase Plan by 0.5 million shares (the Amendment). The Amendment became effective immediately upon stockholder approval at the Annual Meeting.
More detailed summaries of the material features of the Amended 2008 Plan and the Purchase Plan are set forth in the Companys definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 26, 2012 (the Proxy Statement). Those summaries and the foregoing descriptions are qualified in their entirety by reference to the respective texts of the Amended 2008 Plan and the Purchase Plan, which are attached as Appendix A and Appendix B, respectively, to the Proxy Statement.
Item 5.07 Submission of Matters to a Vote of Security Holders
At the Annual Meeting held on June 6, 2012, the Companys stockholders voted on the five proposals listed below. The final voting results for each of the proposals submitted to the Companys stockholders during the Annual Meeting were as follows:
The Companys stockholders elected each of the two nominees named below to the Board of Directors, to serve until the 2015 Annual Meeting of Stockholders or until his respective successor has been elected and qualified.
Daniel N. Swisher
The Companys stockholders approved the Amended 2008 Plan.
The Companys stockholders approved the amendment to the Purchase Plan to increase the aggregate number of shares of the Companys common stock authorized for issuance under the Purchase Plan by 0.5 million shares.
The Companys stockholders approved, on a non-binding advisory basis, the compensation of the Companys named executive officers as disclosed in the Proxy Statement.
The Companys stockholders ratified the selection of Ernst & Young LLP as the independent registered public accounting firm for the Company for its fiscal year ending December 31, 2012.
No other matters were submitted for stockholder action at the Annual Meeting. A more complete description of each proposal was set forth in the Proxy Statement.
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 8, 2012||By:|
Kevin D. Green
Vice President, Finance and Chief Accounting Officer