Vericel Annual Meeting: Shareholders Elect Seven Directors, Approve Say-on-Pay and PwC Auditor

Key Points

• Shareholders elected seven directors: Dominick Colangelo, Alan Rubino, Heidi Hagen, Robert Zerbe, Kevin McLaughlin, Lisa Wright, and Paul Wotton were each elected to one-year terms expiring at the 2027 annual meeting.
• Say-on-pay approved and auditor ratified: Shareholders voted in favor of the advisory approval of executive compensation and ratified PricewaterhouseCoopers LLP as Vericel’s independent registered public accounting firm for fiscal year 2026.
• High turnout and no additional shareholder items: About 95% of outstanding shares were represented at the virtual meeting, a quorum was established, and no shareholder questions or additional proposals were submitted.

Vericel NASDAQ: VCEL held its 2026 annual meeting of shareholders on April 29 in a virtual format, with Chairman Dr. Robert Zerbe presiding. Zerbe said the meeting was conducted pursuant to Michigan law, the company’s bylaws, and the notice distributed to shareholders. Sean Flynn, Vericel’s corporate secretary, recorded the minutes, and Francis Aaron of Broadridge Financial Solutions served as inspector of elections.

Quorum and meeting participants

Flynn reported that the company’s proxy materials were furnished to shareholders of record as of March 6, 2026. He said Vericel had 50,931,598 shares of common stock outstanding on the record date and that only shareholders of record were entitled to vote at the meeting.

According to Flynn, holders of approximately 48,268,633 shares, or about 95% of shares outstanding on the record date, were represented at the meeting either in person or by proxy, establishing a quorum.

Zerbe also acknowledged directors and members of management in attendance, including President and Chief Executive Officer Nick Colangelo, Chief Operating Officer Mike Halpin, Chief Financial Officer Joe Mara, Chief Legal Officer Sean Flynn, Chief Marketing Officer Roland DeAngelis, Chief Medical Officer Jonathan Hopper, Chief Human Resources Officer Karen Mahoney, Senior Vice President of Sales Michael Gilligan, Senior Vice President of Corporate Development and Strategy Patrick Fowler, and Vice President Corporate Controller and Principal Accounting Officer Jonathan Segal. He additionally noted the presence of Kenneth Richardson of PricewaterhouseCoopers LLP and Keith Townsend of King & Spalding LLP.

Shareholders elect seven directors

The first proposal was the election of seven nominees to Vericel’s board of directors. Zerbe said the board nominated:

• Dominick Colangelo
• Alan Rubino
• Heidi Hagen
• Robert Zerbe
• Kevin McLaughlin
• Lisa Wright
• Paul Wotton

Each nominee was elected to a one-year term expiring at the 2027 annual meeting of shareholders, or until a successor is elected and qualified. Flynn stated that the company did not receive any additional director nominations from shareholders, and Zerbe closed nominations accordingly.

Say-on-pay approved and auditor ratified

Shareholders also voted on an advisory proposal to approve the compensation of Vericel’s named executive officers. Zerbe reported that a majority of the shares present and entitled to vote were cast in favor, and the proposal was approved.

A third proposal asked shareholders to ratify the appointment of PricewaterhouseCoopers LLP as Vericel’s independent registered public accounting firm for the fiscal year ending December 31, 2026. Zerbe said a majority of shares present and entitled to vote supported the proposal, and the appointment was ratified.

Zerbe noted that the final vote tally would be included in the inspector of elections’ report and would be reported in a Form 8-K filing.

Meeting concludes with no shareholder questions

Zerbe said Vericel had not received any requests from shareholders to consider additional items at the meeting, citing the company’s advance-notice bylaws for shareholder proposals.

After a motion to adjourn was made and seconded, Zerbe turned the meeting over to CEO Nick Colangelo. Colangelo said time had been set aside for written shareholder questions “germane to today’s proceedings,” but there were none submitted in accordance with the rules of conduct. He thanked shareholders for their support and participation, and the meeting was concluded.

About Vericel NASDAQ: VCEL

Vericel Corporation is a biotechnology company specializing in the development, manufacturing and commercialization of cell-based therapies for patients with severe diseases and conditions. The company's expertise lies in regenerative medicine, where it harnesses the power of autologous cell processing to create products designed to restore function and promote healing in damaged tissues.

Vericel currently markets two FDA-approved therapies. MACI® (autologous cultured chondrocytes on porcine collagen membrane) is indicated for the repair of symptomatic cartilage defects of the knee in adult patients.

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