What were the voting results on the Cerus (CERS) equity plan share increase?

The equity plan share increase received 89,832,187 votes for, 42,567,475 against, and 87,838 abstentions, with 34,678,292 broker non-votes. This approval authorizes an additional 10,000,000 common shares for issuance under the 2024 Equity Incentive Plan.

Cerus (NASDAQ: CERS) holders back equity plan, board and auditors

Q: Which directors were elected at the 2026 Cerus (CERS) Annual Meeting?

Shareholders elected William M. Greenman and Ann Lucena to the board, each to serve until the 2029 Annual Meeting or until a successor is duly elected and qualified. Both nominees received substantially more votes for than withheld.

Q: Which auditor did Cerus (CERS) shareholders ratify for fiscal 2026?

Shareholders ratified Ernst & Young LLP as Cerus’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 164,256,582 votes for, 2,173,933 against, and 735,277 abstentions.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Cerus Corporation reported results from its 2026 Annual Meeting of Stockholders. Shareholders approved an amendment and restatement of the 2024 Equity Incentive Plan, increasing the common stock available for issuance under the plan by 10,000,000 shares.

Stockholders also elected William M. Greenman and Ann Lucena to the board to serve until the 2029 Annual Meeting. In additional votes, shareholders approved on an advisory basis the compensation of named executive officers and ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.

8-K Event Classification

2 items: 5.02, 5.07

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Equity plan share increase: 10,000,000 shares Vote for Greenman: 124,675,657 votes Vote for Lucena: 124,854,827 votes +3 more

6 metrics

Equity plan share increase 10,000,000 shares Additional common stock available under 2024 Equity Incentive Plan

Vote for Greenman 124,675,657 votes Director election at 2026 Annual Meeting

Vote for Lucena 124,854,827 votes Director election at 2026 Annual Meeting

Equity plan votes for 89,832,187 votes Approval of 2024 Equity Incentive Plan amendment

Say-on-pay votes for 120,905,509 votes Advisory approval of executive compensation

Auditor ratification votes for 164,256,582 votes Ratification of Ernst & Young LLP for fiscal 2026

Key Terms

2024 Equity Incentive Plan, broker non-votes, named executive officers, independent registered public accounting firm

4 terms

2024 Equity Incentive Plan financial

"approved an amendment and restatement of the Company’s 2024 Equity Incentive Plan"

broker non-votes financial

"For 89,832,187 | Against 42,567,475 | Abstain 87,838 | Broker Non-Votes 34,678,292"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

named executive officers financial

"approved, on an advisory basis, the compensation of the Company’s named executive officers"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

independent registered public accounting firm financial

"ratified the selection of Ernst & Young LLP as the independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

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Understanding 8-K Material Events →

06/03/2026 - 04:17 PM

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 02, 2026

    

CERUS CORPORATION

(Exact name of Registrant as Specified in Its Charter)


Delaware	000-21937	68-0262011
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1220 Concord Avenue, Suite 600
Concord, California		94520
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 925 288-6000

    

(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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐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))

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	CERS	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 ☐

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On June 2, 2026, the stockholders of Cerus Corporation (the “Company”) approved an amendment and restatement of the Company’s 2024 Equity Incentive Plan (the “2024 Equity Incentive Plan”). The material terms of the 2024 Equity Incentive Plan are described in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 22, 2026 (the “Proxy Statement”), in the section entitled “Proposal No. 2 – Approval of the Amendment and Restatement of the Company’s 2024 Equity Incentive Plan” on pages 28 to 43, which description is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 2, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The following is a brief description of each matter voted upon at the Annual Meeting, as well as the number of votes cast for or against each matter and the number of votes withheld, abstentions and broker non-votes with respect to each matter, as applicable. A more complete description of each matter is set forth in the Proxy Statement.

Proposal 1

The Company’s stockholders elected each of the two nominees named below to the Board of Directors to serve until the 2029 Annual Meeting of Stockholders or until his or her respective successor has been duly elected and qualified.


Nominee	For	Withheld	Broker Non-Votes
William M. Greenman	124,675,657	7,811,843	34,678,292
Ann Lucena	124,854,827	7,632,673	34,678,292

Proposal 2

The Company’s stockholders approved the amendment and restatement of the Company’s 2024 Equity Incentive Plan to, among other things, increase the aggregate number of shares of common stock available for issuance thereunder by 10,000,000 shares as described in the Proxy Statement.


For	Against	Abstain	Broker Non-Votes
89,832,187	42,567,475	87,838	34,678,292

Proposal 3

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.


For	Against	Abstain	Broker Non-Votes
120,905,509	10,952,287	629,704	34,678,292

Proposal 4

The Company’s 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, 2026.


For	Against	Abstain
164,256,582	2,173,933	735,277

No other matters were submitted for stockholder action at the Annual Meeting.

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.


			CERUS CORPORATION

Date:	June 3, 2026	By:	/s/ Chrystal N. Jensen
			Chrystal N. Jensen Chief Legal Officer, General Counsel and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Cerus (CERS) shareholders approve regarding the 2024 Equity Incentive Plan?

Cerus shareholders approved an amendment and restatement of the 2024 Equity Incentive Plan, increasing shares available for issuance by 10,000,000. The plan’s detailed terms are described in the company’s April 22, 2026 proxy statement, which is incorporated by reference.

Which directors were elected at the 2026 Cerus (CERS) Annual Meeting?

Shareholders elected William M. Greenman and Ann Lucena to the board, each to serve until the 2029 Annual Meeting or until a successor is duly elected and qualified. Both nominees received substantially more votes for than withheld.

How did Cerus (CERS) shareholders vote on executive compensation?

Cerus shareholders approved, on an advisory basis, the compensation of named executive officers, with 120,905,509 votes for, 10,952,287 against, and 629,704 abstentions. This vote reflects non-binding support for the company’s disclosed executive pay programs.

Which auditor did Cerus (CERS) shareholders ratify for fiscal 2026?

Shareholders ratified Ernst & Young LLP as Cerus’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 164,256,582 votes for, 2,173,933 against, and 735,277 abstentions.

Were any other matters voted on at the Cerus (CERS) 2026 Annual Meeting?

No other matters were submitted for stockholder action at the 2026 Annual Meeting. The agenda focused on director elections, the equity incentive plan amendment, advisory approval of executive compensation, and ratification of the company’s independent registered public accounting firm.

Filing Exhibits & Attachments

1 document