BioLife Solutions (NASDAQ: BLFS) reports 2025 shareholder vote outcomes

Rhea-AI Filing Summary

BioLife Solutions, Inc. reported the results of its 2025 annual meeting of stockholders held on August 20, 2025. Stockholders of record as of June 23, 2025, holding 47,835,214 shares of common stock, were eligible to vote, and 43,063,037 shares were present or represented by proxy.

All seven director nominees – Roderick de Greef, Catherine Coste, Amy DuRoss, Rachel Ellingson, Joydeep Goswami, Tony Hunt, and Timothy Moore – were elected to serve until the 2026 annual meeting. Stockholders also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers, with 38,403,856 votes for and 2,060,352 against. In addition, they ratified the Audit Committee’s appointment of Grant Thornton LLP as independent registered public accounting firm for the fiscal year ending December 31, 2025, with 43,024,019 votes for and 11,169 against.

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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): August 20, 2025

BioLife Solutions, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-36362

94-3076866

(State or other jurisdiction of  incorporation)

(Commission File Number)

(IRS Employer Identification No.)

3303 Monte Villa Parkway,

Bothell, WA 98021

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (425) 402-1400

N/A

(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:

			o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
			o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
			o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
			o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading symbol			Name of exchange on which registered
Common Stock, par value $0.001 per share			BLFS			The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

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 5.07    Submission of Matters to a Vote of Security Holders.

On August 20, 2025, BioLife Solutions, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). Only stockholders of record as of the close of business on June 23, 2025 (the “Record Date”) were entitled to vote at the Annual Meeting. As of the Record Date, there were 47,835,214 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. The number of shares of the Company’s common stock present or represented by valid proxy at the Annual Meeting was 43,063,037. As addressed below, at the Annual Meeting, the Company’s stockholders (i) re-elected each of Roderick de Greef, Catherine Coste, Amy DuRoss, Rachel Ellingson, Joydeep Goswami, Tony Hunt, and Timothy Moore as directors, (ii) approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, and (iii) ratified the appointment by the audit committee of the Company’s board of directors (the “Audit Committee”) of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The following is a tabulation of the voting on the proposals presented at the Annual Meeting:

Proposal No. 1 – Election of directors.

Roderick de Greef, Catherine Coste, Amy DuRoss, Rachel Ellingson, Joydeep Goswami, Tony Hunt, and Timothy Moore were elected to serve until the 2026 annual meeting of stockholders and until his or her successor is duly elected and qualified, unless he or she resigns, is removed or otherwise is disqualified from serving as a director of the Company. The voting results were as follows:

Nominee						Shares Voted For						Shares Withheld						Broker Non-Votes
Roderick de Greef						39,608,298						940,390						2,514,349
Catherine Coste						40,460,424						88,264						2,514,349
Amy DuRoss						39,902,654						646,034						2,514,349
Rachel Ellingson						20,731,406						19,817,282						2,514,349
Joydeep Goswami						23,021,878						17,526,810						2,514,349
Tony Hunt						39,264,968						1,283,720						2,514,349
Timothy Moore						40,089,287						459,401						2,514,349

Proposal No. 2 – Approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers.

The compensation of the Company’s named executive officers by a non-binding, advisory vote was approved. The voting results were as follows:

Votes For						Votes Against						Abstentions						Broker Non-Votes
38,403,856						2,060,352						84,480						2,514,349

Proposal No. 3 – Ratification of the appointment by the Audit Committee of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

The ratification of the appointment by the Audit Committee of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was approved. The voting results were as follows:

Votes For						Votes Against						Abstentions						Broker Non-Votes
43,024,019						11,169						27,849						—

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			BioLife Solutions, Inc.
Date: August 21, 2025			By:			/s/ Troy Wichterman
						Name: Troy Wichterman
						Title: Chief Financial Officer

FAQ

What did BioLife Solutions (BLFS) shareholders vote on at the 2025 annual meeting?

Stockholders voted on three items: the election of seven directors, a non-binding advisory vote on the compensation of named executive officers, and the ratification of Grant Thornton LLP as independent registered public accounting firm for the fiscal year ending December 31, 2025.

How many BioLife Solutions (BLFS) shares were eligible and represented at the 2025 meeting?

As of the June 23, 2025 record date, 47,835,214 shares of common stock were outstanding and entitled to vote. At the annual meeting, 43,063,037 shares were present or represented by valid proxy.

Were all director nominees elected at the BioLife Solutions 2025 annual meeting?

Yes. All seven nominees—Roderick de Greef, Catherine Coste, Amy DuRoss, Rachel Ellingson, Joydeep Goswami, Tony Hunt, and Timothy Moore—were elected to serve until the 2026 annual meeting of stockholders and until their successors are duly elected and qualified.

Did BioLife Solutions stockholders approve executive compensation in 2025?

Yes. The non-binding, advisory proposal to approve the compensation of the company’s named executive officers received 38,403,856 votes for, 2,060,352 votes against, and 84,480 abstentions, with 2,514,349 broker non-votes.

Which audit firm did BioLife Solutions stockholders ratify for fiscal 2025?

Stockholders ratified the Audit Committee’s appointment of Grant Thornton LLP as BioLife Solutions’ independent registered public accounting firm for the fiscal year ending December 31, 2025, with 43,024,019 votes for, 11,169 against, and 27,849 abstentions.

What was the outcome of the vote for director candidate Rachel Ellingson at BioLife Solutions?

For the election of Rachel Ellingson, 20,731,406 shares were voted for, 19,817,282 shares were withheld, and there were 2,514,349 broker non-votes, and she was elected as a director.