Vericel (VCEL) investors back board slate, executive pay and PwC as auditor

Rhea-AI Filing Summary

Vericel Corporation reported the results of its annual shareholder meeting held on April 29, 2026. Shareholders elected seven directors — Robert Zerbe, Alan Rubino, Heidi Hagen, Kevin McLaughlin, Paul Wotton, Lisa Wright and Dominick Colangelo — each to one-year terms. Votes "for" each director ranged from 38,296,679 to 45,198,344, with broker non-votes of 2,162,887 on each nominee. Shareholders also approved, on a non-binding advisory basis, the compensation of Vericel's named executive officers, with 36,350,150 votes for, 9,725,057 against and 30,539 abstentions, plus 2,162,887 broker non-votes. In addition, shareholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, by 44,971,340 votes for, 3,275,442 against and 21,851 abstentions.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Votes for Lisa Wright: 45,198,344 votes Lowest director support (Heidi Hagen): 38,296,679 votes Say-on-pay votes for: 36,350,150 votes +4 more

7 metrics

Votes for Lisa Wright 45,198,344 votes Director election at 2026 annual meeting

Lowest director support (Heidi Hagen) 38,296,679 votes Director election at 2026 annual meeting

Say-on-pay votes for 36,350,150 votes Non-binding advisory vote on executive compensation

Say-on-pay votes against 9,725,057 votes Non-binding advisory vote on executive compensation

Auditor ratification votes for 44,971,340 votes Ratification of PwC for fiscal year ending Dec. 31, 2026

Auditor ratification votes against 3,275,442 votes Ratification of PwC for fiscal year ending Dec. 31, 2026

Broker non-votes on director elections 2,162,887 votes Each director nominee at 2026 annual meeting

Key Terms

non-binding advisory basis, broker non-votes, independent registered public accounting firm, Definitive Proxy Statement

4 terms

non-binding advisory basis regulatory

"the approval, on a non-binding advisory basis, of the compensation of the named executive officers"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

broker non-votes financial

"Votes For | | Votes Against | | Abstentions | | 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.

independent registered public accounting firm regulatory

"the appointment of PricewaterhouseCoopers LLP as the Company’s 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.

Definitive Proxy Statement regulatory

"described in detail in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

Understanding 8-K Material Events →

false000088735900008873592026-04-292026-04-29

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):  April 29, 2026

Vericel Corporation

(Exact name of registrant as specified in its charter)

Michigan	001-35280	94-3096597
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

64 Sidney Street
Cambridge, MA		02139
(Address of principal executive offices)		(Zip Code)

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):

☐ 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, no par value		VCEL		NASDAQ

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. ☐

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

At the Annual Meeting of Shareholders held on April 29, 2026 (the “Annual Meeting”), the shareholders of Vericel Corporation, a Michigan corporation (the “Company”), voted on the following matters, which are described in detail in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission (“SEC”) on March 19, 2026: (i) the election of each of Robert Zerbe, Alan Rubino, Heidi Hagen, Kevin McLaughlin, Paul Wotton, Lisa Wright and Dominick Colangelo as a director of the Company to serve for a one-year term expiring at the Company’s 2027 annual meeting of shareholders and until his or her successor has been elected and qualified (“Proposal 1”), (ii) the approval, on a non-binding advisory basis, of the compensation of the named executive officers of the Company (“Proposal 2”), and (iii) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (“Proposal 3”).

The Company’s shareholders approved the nominees recommended for election in Proposal 1 at the Annual Meeting.

Shareholders voted for directors as follows:

Nominee		For		Abstain/Withheld		Broker Non-Votes
Robert Zerbe		42,191,350		3,914,396		2,162,887
Alan Rubino		41,344,254		4,761,492		2,162,887
Heidi Hagen		38,296,679		7,809,067		2,162,887
Kevin McLaughlin		44,940,402		1,165,344		2,162,887
Paul Wotton		43,727,059		2,378,687		2,162,887
Lisa Wright		45,198,344		907,402		2,162,887
Dominick Colangelo		45,035,568		1,070,178		2,162,887

The Company’s shareholders approved, on a non-binding advisory basis, Proposal 2 concerning the compensation of the Company’s named executive officers. The votes cast at the Annual Meeting were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
36,350,150		9,725,057		30,539		2,162,887

The Company’s shareholders approved Proposal 3 to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2026. The votes cast at the Annual Meeting were as follows:

Votes For		Votes Against		Abstentions
44,971,340		3,275,442		21,851

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL)

EXHIBIT INDEX

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL)

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.

	Vericel Corporation
Date:  May 1, 2026	By:	/s/ Sean C. Flynn
		Name: Sean C. Flynn
		Title:  Chief Legal Officer

FAQ

What did Vericel (VCEL) shareholders decide about the board of directors?

Vericel shareholders elected seven directors to one-year terms. Each nominee, including Robert Zerbe and Lisa Wright, received between 38.3 million and 45.2 million votes in favor, with 2.16 million broker non-votes reported for each director.

How did Vericel (VCEL) shareholders vote on executive compensation?

Shareholders approved Vericel’s named executive officer compensation on a non-binding advisory basis. The vote totaled 36,350,150 shares for, 9,725,057 against, 30,539 abstentions and 2,162,887 broker non-votes, indicating overall support for the company’s pay practices.

Was Vericel’s (VCEL) auditor ratified for the 2026 fiscal year?

Yes. Shareholders ratified PricewaterhouseCoopers LLP as Vericel’s independent registered public accounting firm for the year ending December 31, 2026, with 44,971,340 votes for, 3,275,442 against and 21,851 abstentions reported in the vote results.

How many votes did the strongest-supported Vericel (VCEL) director receive?

Director Lisa Wright received the highest support among nominees, with 45,198,344 votes for and 907,402 abstain/withheld, alongside 2,162,887 broker non-votes. This reflects strong shareholder backing for her continued service on Vericel’s board.

What were the broker non-votes at Vericel’s (VCEL) 2026 annual meeting?

Broker non-votes at Vericel’s 2026 annual meeting totaled 2,162,887 shares for the director elections and for the non-binding advisory vote on executive compensation, reflecting shares present but not voting on those specific proposals.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 21.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 15.7 KB