CytoSorbents (CTSO) wins approval for reverse split and director slate at 2026 meeting
Rhea-AI Filing Summary
CytoSorbents Corporation held its 2026 Annual Meeting of Stockholders on August 13, 2026. Stockholders representing 42,487,327 of 62,842,748 outstanding common shares were present in person or by proxy, constituting a quorum. Five directors, including Dr. Phillip P. Chan, were elected with support levels generally above 23.6 million votes in favor for each nominee, with substantial broker non-votes recorded.
On a non-binding, advisory basis, compensation of named executive officers received 21,831,424 votes for, 2,988,267 against, and 2,642,933 abstentions. Stockholders ratified WithumSmith+Brown, PC as independent registered public accounting firm for 2026 with 41,517,193 votes for. They also approved a charter amendment authorizing a reverse stock split at a ratio between 1-for-5 and 1-for-20, to be implemented at the Board’s discretion within one year of the meeting, and approved a potential adjournment proposal, though no adjournment was needed.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
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
Shares outstanding at record date: 62,842,748 shares
Shares represented at meeting: 42,487,327 shares
Reverse split range: Not less than 1-for-5 and not greater than 1-for-20
+3 more
6 metrics
Shares outstanding at record date
62,842,748 shares
Common Stock outstanding and entitled to vote as of June 15, 2026
Shares represented at meeting
42,487,327 shares
Shares represented in person or by proxy at the 2026 Annual Meeting
Reverse split range
Not less than 1-for-5 and not greater than 1-for-20
Approved amendment to Certificate of Incorporation for potential reverse stock split
Reverse split votes for
38,982,990 votes
Votes in favor of authorizing reverse stock split amendment
Say-on-pay votes for
21,831,424 votes
Non-binding advisory approval of named executive officer compensation
Auditor ratification votes for
41,517,193 votes
Ratification of WithumSmith+Brown, PC as independent registered public accounting firm for 2026
Key Terms
reverse stock split, broker non-votes, non-binding, advisory basis, independent registered public accounting firm, +1 more
5 terms
reverse stock split financial
"to effect a reverse stock split of the Company’s Common Stock at a ratio"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
broker non-votes financial
"Abstain | | | Broker Non-Votes | -----------------------------------------------------------------------------"
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.
non-binding, advisory basis financial
"was approved, on a non-binding, advisory basis, (iii) the appointment"
A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.
independent registered public accounting firm financial
"the Company’s independent registered public accounting firm for the fiscal year"
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.
adjournment of the Annual Meeting regulatory
"the proposal to adjourn the Annual Meeting to a later date or time"
FAQ
What was the quorum at CytoSorbents (CTSO) 2026 annual meeting?
The quorum consisted of 42,487,327 shares represented in person or by proxy, out of 62,842,748 common shares outstanding and entitled to vote as of the June 15, 2026 record date.
Were CytoSorbents (CTSO) directors re-elected at the 2026 annual meeting?
Yes. All five nominees, including Dr. Phillip P. Chan, were elected. Each received over 23.6 million votes for, with several million votes against or abstaining and 15,024,703 broker non-votes for each nominee.
Was the adjournment proposal used at the CytoSorbents (CTSO) 2026 meeting?
Shareholders approved the adjournment proposal with 39,310,087 votes for, 2,655,212 against, and 522,028 abstentions. However, the company states that such an adjournment was not necessary.
AI-generated analysis. How Rhea-AI works. Not financial advice.
