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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):  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