Current Report Filing (8-k)
02 June 2021 - 10:41PM
Edgar (US Regulatory)
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0000887359
2021-06-01
2021-06-01
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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 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 1, 2021
Vericel Corporation
(Exact name of registrant
as specified in its charter)
Michigan
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001-35280
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94-3096597
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(State
or other
jurisdiction
of
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(Commission File
Number)
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(I.R.S. Employer
Identification
No.)
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incorporation)
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64 Sidney Street
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Cambridge, MA
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02139
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(Address of
principal executive offices)
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(Zip Code)
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Registrant’s telephone
number, including area code: (617) 588-5555
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange
on which registered
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Common Stock, no par value
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VCEL
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NASDAQ
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Indicate by a check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§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. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 1, 2021,
the Board of Directors (the “Board”) of Vericel Corporation (the “Company”), upon the recommendation of its Governance
and Nominating Committee (the “Governance Committee”), elected Lisa Wright as a director of the Company and member of the
Governance Committee, effective immediately. Ms. Wright will serve on the Board until her successor is duly elected and qualified or until
her earlier resignation or removal. In connection with her election, Ms. Wright received an option
to purchase 9,127 shares of the Company’s common stock with an exercise price equal
to the closing price of the Company’s common stock as reported by the Nasdaq Global Market on the grant date, and 3,651 restricted
stock units (“RSUs”). Of the options granted, 3,250 shall vest in equal monthly installments over three years commencing on
the date of grant, and the remainder shall vest in equal monthly installments, until the earlier of the date of the Company’s next
annual meeting of shareholders or April 27, 2022, subject to continued service through such vesting dates. Of the RSUs granted, 1,300
shall vest as to one-third annual increments over three years commencing on the date of grant, and the remainder shall vest on
the earlier of the first anniversary date of the RSU grant or the date of the Company’s next annual meeting of shareholders, subject
to continued service through such vesting dates.
Ms. Wright will also receive annual
cash compensation and equity grants pursuant to the Company’s director compensation guidelines. Ms. Wright has entered into the
Company’s standard form of indemnification agreement, which is filed as Exhibit 10.1 to the Company’s Form 8-K filed on August
31, 2010.
There are
no arrangements or understandings between Ms. Wright and any other person pursuant to which Ms. Wright was appointed as a member of the
Board. There are no family relationships between Ms. Wright, on the one hand, and any director, executive officer or any other person
nominated or chosen by the Company to become a director or executive officer, on the other. There are no related person transactions (within
the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission) between Ms. Wright,
on the one hand, and the Company, on the other.
A press release announcing Ms.
Wright’s appointment is filed as Exhibit 99.1 hereto.
Following Ms. Wright’s appointment,
the Chairman of the Board, Dr. Robert Zerbe, will no longer serve as a member of the Board’s Governance and Nominating Committee.
Item 9.01. Financial Statements and Exhibits.
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.
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Vericel Corporation
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Date: June 2, 2021
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By:
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/s/ Sean C. Flynn
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Name: Sean C. Flynn
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Title: Vice President, General Counsel and Secretary
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