UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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Soliciting Material under Rule 14a-12BIOLIFE SOLUTIONS, INC. |
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April 30, 2016
Dear Stockholder:
You are cordially invited to attend BioLife Solutions, Inc.’s 20162019 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on May 10, 2016. The Annual Meeting will be at the Company’s principal executive offices, located at 3303 Monte Villa Parkway, Suite 310, Bothell, Washington 98021June 12, 2019, at 9:00 a.m. Pacific Time. The formal meeting notice and proxy statement for the Annual Meeting a form of proxy and the annual report to stockholders are attached.
The annual meeting will be represented and voted at the meeting. If you would like to obtain directions toa completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the Annual Meeting online, vote and votesubmit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/BLFS2019.
We are pleased to utilize the virtual shareholder meeting technology to provide ready access and cost savings for our shareholders and the company. The virtual meeting format allows attendance from any location in person, you can call our Secretary at (425) 402-1400. the world.
Even if you plan to attendare planning on attending the meeting, we urge you toAnnual Meeting online, please promptly submit your proxy vote your shares either by Internet, telephone, or, if you received a printed form of proxy in the mail, as promptly as possibleby completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the Annual Meeting. Instructions on the two ways to votevoting your shares can be foundare on the enclosed proxy form.Notice of Internet Availability of Proxy Materials you received for the Annual Meeting. Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Daylight Time on May 9, 2016.June 11, 2019. If you attend the meetingAnnual Meeting online and wish to vote at the Annual Meeting, you will be able to do so even if you have previously returned your proxy card.
Thank you for your continued support of and interest in person, you may at that time revoke any proxy previously given and vote in person, if desired.
Sincerely, | |||
/s/ Michael Rice | |||
Michael Rice | |||
President and Chief Executive Officer | |||
Bothell, Washington | |||
April 30, 2019 |
YOUR VOTE IS IMPORTANT
TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING WHETHER OR NOT
IF YOU HAVE ALREADY VOTED OR DELIVERED YOUR PROXY FOR THE ANNUAL MEETING, YOUR VOTE WILL BE COUNTED, AND YOU DO NOT HAVE TO VOTE YOUR SHARES AGAIN. IF YOU WISH TO CHANGE YOUR VOTE, YOU SHOULD REVOTE YOUR SHARES.
IF YOU HAVE CHOSEN TO RECEIVE PAPER COPIES OF YOUR PROXY MATERIALS, INCLUDING THE PROXY CARD, PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD AS PROMPTLY AS
ANY STOCKHOLDER ATTENDING THE ANNUAL MEETING ONLINE MAY VOTE IN PERSON EVEN IF HE
BIOLIFE SOLUTIONS, INC.
3303 Monte Villa Parkway, Suite 310
Bothell, Washington 98021
(425) 402-1400
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
FRIDAY, JUNE 12, 2019
9:00 a.m. PACIFIC TIME
TO OUR STOCKHOLDERS
:NOTICE IS HEREBY GIVEN that the 20162019 Annual Meeting of Stockholders (the “Annual Meeting”) of BioLife Solutions, Inc., a Delaware corporation (the(“we,” “us,” “our” or the “Company”), will be held on Tuesday, May 10, 2016June 12, 2019, at 9:00 a.m. Pacific Time, as a virtual meeting. You will be able to attend, vote your shares, and submit question during the Annual Meeting via a live webcast available at the Company’s principal executive offices, located at 3303 Monte Villa Parkway, Suite 310, Bothell, Washington 98021.www.virtualshareholdermeeting.com/BLFS2019. The Annual Meeting will be held for the following purposes, as more fully described in the proxy statement accompanying this notice:
1. | ELECTION OF |
2. | APPROVAL ON AN ADVISORY BASIS OF THE COMPENSATION OF NAMED EXECUTIVE |
3. | APPROVAL OF THE BASIS OF FREQUENCY TO CONDUCT FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. To select on a non-binding, advisory basis the frequency of conducting future stockholder advisory votes on named executive officer compensation; | |
4. | RATIFICATION OF |
5. | ANY OTHER BUSINESS that may properly come before the Annual Meeting or any adjournments or postponements thereof. |
Our Board of Directors recommends that stockholders vote FOR each of the director nominees, vote FOR the approval on a non-binding, advisory basis of the compensation of our named executive officers, vote FOR three years for the frequency of conducting future stockholder advisory votes on named executive officer compensation and FOR the other matters listed above. Only stockholders of record (including persons that held shares of restricted Common Stock issued pursuant to our amended and restated 2013 Performance Incentive Plan) at the close of business on March 18, 2016April 15, 2019 (the “Record Date”) are entitled to receive notice of and to vote at the Annual Meeting and any adjournments or postponements thereof. Our stock transfer books will remain open between the record date and the date of the meeting. A complete list of stockholders of record entitled to vote at the Annual Meeting will be available for inspectionten days before the Annual Meeting at our principal executive offices and atoffice for inspection by stockholders during ordinary business hours for any purpose germane to the Annual Meeting.
Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials via the Internet. Accordingly, on April 30, 2019, we have sent our stockholders witha Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our 2019 proxy statement and our annual report on Form 10-K for the fiscal year ended December 31, 2018 online. Stockholders who have received the Notice will not be sent a printed copy of our proxy materials. Thematerials in the mail unless they request to receive a printed copy.
To assure your representation at the Annual Meeting, please vote your proxy statement,via the Internet, by telephone, or, if you received a printed form of proxy in the mail, by completing, dating, signing and related proxy materials will first be mailed to stockholders on or about April 4, 2016.
Please note: If you hold your shares in the name of a broker, bank or other nominee, your nominee may determine to vote your shares at its own discretion, absent instructions from you. However, due to voting rules that may prevent your bank or broker from voting your uninstructed shares on a discretionary basis in the election of directors and other non-routine matters, it is important that you cast your vote. Accordingly, please provide appropriate voting instructions to your broker or bank to ensure your vote will count.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 10, 2016
This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.
Sincerely, | |||
/s/ Michael Rice | |||
Michael Rice | |||
President and Chief Executive Officer | |||
Bothell, Washington | |||
April 30, 2019 |
BIOLIFE SOLUTIONS, INC.
3303 Monte Villa Parkway, Suite 310
Bothell, Washington 98021
(425) 402-1400
PROXY STATEMENT
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 10, 2016
The enclosed proxy is solicited on behalf of BioLife Solutions, Inc., a Delaware corporation, by its Board of Directors (the “Board”) for use at its 20162019 Annual Meeting of Stockholders (the “Annual Meeting”) to be held virtually at 9:00 a.m. local timePacific Time on May 10, 2016,June 12, 2019, or at any adjournments or postponements thereof, for the purposes set forth in this proxy statement and in the accompanying notice. TheYou will be able to attend the Annual Meeting online, vote and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/BLFS2019.
In accordance with rules adopted by the Securities and Exchange Commission (the “SEC”), we may furnish proxy materials, including this proxy statement and our annual report on Form 10-K for the fiscal year ended December 31, 2018 to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. Most stockholders will be held on Tuesday, May 10, 2016 at 9:00 a.m. at the Company’s principal executive offices, located at 3303 Monte Villa Parkway, Suite 310, Bothell, Washington 98021.
These proxy solicitation materials will be sent or given on or about April 4, 201630, 2019 to all stockholders entitled to vote at the Annual Meeting. Stockholders who owned BioLife Solutions common stockCommon Stock (including persons that held shares of restricted Common Stock issued pursuant to our amended and restated 2013 Performance Incentive Plan) at the close of business on March 18, 2016April 15, 2019 (the “Record Date”) are entitled to receive notice of, attend and vote at the Annual Meeting. On the Record Date, there were 12,448,39118,731,386 shares of common stockCommon Stock outstanding and approximately 3,6506,800 beneficial holders of our common stock.
We will provide, without charge, a copy of our annual report on Form 10-K to each stockholder of record as of the Record Date that requests a copy in writing. Any exhibits listed in the annual report on Form 10-K report also will be furnished upon request at the actual expense we incur in furnishing such exhibit. Any such requests should be directed to our Corporate Secretary at our executive offices set forth above.
References to the “Company,” “BioLife,” “BioLife Solutions,” “our,” “us” or “we” mean BioLife Solutions, Inc.
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Voting Procedures
As a stockholder of BioLife Solutions, you have a right to vote on certain business matters affecting us. The proposals that will be presented at the Annual Meeting and upon which you are being asked to vote are discussed below in the “Proposals” section. Each share of BioLife Solutions common stockCommon Stock (including each share of restricted Common Stock issued pursuant to the amended and restated 2013 Performance Incentive Plan) you owned as of the Record Date entitles you to one vote on each proposal presented at the Annual Meeting. No cumulative
Proxy Card
The proxy card which is accessible over the Internet or in physical form if you requested to receive physical copies of the proxy materials enables you to appoint Michael Rice, our Chief Executive Officer and President, and Roderick de Greef, our Chief Financial Officer, as your representatives at the Annual Meeting. By completing and returning the proxy card or voting rightsonline as described herein, you are authorizedauthorizing Messrs. Rice and dissenter’s rights arede Greef to vote your shares at the Annual Meeting in accordance with your instructions on the proxy card. This way, your shares will be voted whether or not applicableyou attend the virtual Annual Meeting. Even if you plan to any matters being voted upon.
Methods of Voting
You may vote over the Internet, by mail or in person online at the Annual Meeting. Please be aware that if you vote over the Internet, you may incur costs such as Internet access charges for which you will be responsible.
Voting over the Internet
Voting by Mail
Voting by Mail. If you received a printed proxy card, you can vote by marking, dating and returnsigning it, and returning it in the postage-paid envelope provided. Please promptly mail your proxy card to ensure that it is received prior to the closing of the polls at the Annual Meeting.
Voting in Person at the Meeting
Revoking Your Proxy
You may revoke your proxy at any time before it is voted at the Annual Meeting. To do this, you must:
● | enter a new vote over the Internet, or by signing and returning a replacement proxy card; |
● | provide written notice of the revocation to our Corporate Secretary at our principal executive office, 3303 Monte Villa Parkway, Suite 310, Bothell, Washington |
● | attend the virtual Annual Meeting online and |
Quorum and Voting Requirements
Stockholders of record (including persons that held shares of restricted Common Stock issued pursuant to our amended and restated 2013 Performance Incentive Plan) at the close of business on March 18, 2016,April 15, 2019, are entitled to receive notice and vote at the meeting.Annual Meeting. On the Record Date, there were 12,448,39118,742,725 issued and outstanding shares of our Common Stock. Additionally, there were 498,536 unvested restricted shares of Common Stock outstanding. Each holder of Common Stock (or restricted Common Stock) voting at the meeting,Annual Meeting, either in persononline or by proxy, may cast one vote per share of Common Stock held on the Record Date on all matters to be voted on at the meeting.Annual Meeting. Stockholders may not cumulate votes in the election of directors.
The presence, in person online or by proxy, of the holders of a majority of the outstanding shares of Common Stock entitled to vote constitutes a quorum for the transaction of business at the meeting.Annual Meeting. Assuming that a quorum is present:
(1) | a plurality of the shares present in person online or represented by proxy at the |
(2) | the compensation of our named executive officers will be approved on a non-binding, advisory basis, if a majority of the votes properly cast at the meeting on this proposal vote to approve this proposal; |
(3) | the frequency of conducting future stockholder advisory votes on named executive officer compensation (which will be either every year, every two years or every three years) will be determined by the frequency that receives the largest number of votes; | |
(4) | the ratification of the appointment of Peterson Sullivan LLP as our independent registered public accounting firm for |
Votes cast by proxy or in persononline at the meetingAnnual Meeting will be tabulated by the election inspectorsinspector appointed for the meeting andAnnual Meeting who will also determine whether a quorum is present. The election inspectorsinspector will treat abstentions and broker non-votes (i.e., shares held by a broker or nominee that are represented online at the Annual Meeting, but with respect to which such broker or nominee is not instructed to vote on a particular proposal and does not have discretionary voting power) as shares that are present for purposes of determining the presence of a quorum. With regard to Proposal One,the election of our director nominees, broker non-votes and votes marked “withheld” will not be counted towards the tabulations of votes cast on such proposal presented to the stockholders, will not have the effect of negative votes and will not affect the outcome of the election of the directors. With regard to Proposals Two and Three, abstentions will be counted towards the tabulations of votes cast on such proposal presented to the stockholders and will have the same effect as negative votes, whereas broker non-votes will not be counted for purposes of determining whether such proposal has been approved and will not have the effect of negative votes.
If your shares are held by a bank or broker in street name, it is important that you cast your vote if you want it to count in the election of directors and other non-routine matters as determined by the New York Stock Exchange (the “NYSE”). The ability of brokers to vote your shares for you without instructions from you is governed by Rule 452 of the New York Stock Exchange, which regulates the behavior of brokers who are “member organizations” of the NYSE (without regard to what exchange the shares are traded on).matters. Voting rules may prevent your bank or broker from voting your uninstructed shares on a discretionary basis in the election of directors and other non-routine matters. Accordingly, if your shares are held by a bank or broker in street name and you do not instruct your bank or broker how to vote in the election of directors or any other non-routine matters, no votes will be cast on your behalf.
Voting of Proxies
When a proxy is properly executed and returned, the shares it represents will be voted at the meetingAnnual Meeting as directed. If no specification is indicated, the shares will be voted:
(1) | “for” the election of each Board nominee set forth in this proxy statement unless the authority to vote for such directors is withheld; |
(2) | “for” the approval on an advisory basis of the compensation of our named executive officers as disclosed in this proxy statement; |
(3) | “for” conducting future stockholder advisory votes on the compensation of named executive officers every three years; | |
(4) | “for” the ratification of the |
(5) | at the discretion of your proxies on any other matter that may be properly brought before the meeting. |
Voting results will be announced at the Annual Meeting and published in a Current Report on Form 8-K that will be filed with the SEC within four business days after the Annual Meeting.
Holding of Stock
Most of our stockholders hold their shares in an account at a brokerage firm, bank or other nominee holder, rather than holding share certificates in their own name. As summarized below and described elsewhere herein, there are some distinctions between shares held of record and those owned beneficially.
Stockholder of Record
If, on the Record Date, your shares were registered directly in your name with our transfer agent, Broadridge, LLC, you are a “stockholder of record” who may vote at the Annual Meeting, and we sent the Notice to you and directed you to these proxy materials. As the stockholder of record, you have the right to direct the voting of your shares by voting as described above. Whether or not you plan to attend the Meeting, please complete, date and sign the enclosed proxy card to ensure that your vote is counted.
Beneficial Owner
If, on the Record Date, your shares were held in an account at a brokerage firm or at a bank or other nominee holder, you are considered the beneficial owner of shares held “in street name,” and the Notice and the instructions to review these proxy materials were forwarded to you by your broker or nominee who is considered the stockholder of record for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to direct your broker on how to vote your shares and to attend online the Annual Meeting. However, since you are not the stockholder of record, you may not vote these shares online at the Annual Meeting unless you receive a valid proxy from your brokerage firm, bank or other nominee holder. To obtain a valid proxy, you must make a special request of your brokerage firm, bank or other nominee holder. If you do not make this request, you can still vote by using the voting instruction card sent to you by your broker; however, you will not be able to vote online at the Annual Meeting.
Householding of Proxy Materials
Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy materials and annual reports. This means that only one copy of the proxy materials may have been sent to multiple stockholders in your household. This practice is designed to reduce our printing and postage costs. However, if you are residing at such an address and wish to receive a separate annual report on Form 10-K or proxy statement in the future, you may telephone our Secretary at (425) 402-1400 or write to the Secretary at BioLife Solutions, Inc., 3303 Monte Villa Parkway, Suite 310, Bothell, Washington 98021. If you are receiving multiple copies of our annual report on Form 10-K and proxy statement, you may request householding by contacting our Secretary in the same manner.
If you have received more than one Notice or otherwise have access to more than one proxy card, you may have multiple accounts at the transfer agent and/or with brokerage firms. Please sign and return all proxy cards to ensure that all of your shares are voted.
Proxy Solicitation
We are soliciting proxies solely on behalf of the Company and will bear the cost of this solicitation. In addition, we may reimburse brokerage firms and other persons representing beneficial owners of shares for reasonable expenses incurred in forwarding solicitation materials to such beneficial owners. Proxies also may be solicited by our directors, officers or employees, personally, by telephone, facsimile, Internet or other means, without additional compensation. We may retain a proxy solicitor to assist in the distribution of proxies and proxy solicitation materials, and in the solicitation of proxies. Generally, the fee for such services is approximately $15,000 plus expenses. If we do elect to retain a proxy solicitor, we will pay the proxy solicitor reasonable and customary fees. Except as described above, we do not presently intend to solicit proxies other than by mail.
No Right of Appraisal
None of Delaware law, our Amended and Restated Certificate of Incorporation, as amended, or our Amended and Restated Bylaws (the “Bylaws”) provides for appraisal or other similar rights for dissenting stockholders in connection with any of the proposals to be voted upon at this Meeting. Accordingly, our stockholders will have no right to dissent and obtain payment for their shares.
Who Can Answer Questions About Voting Your Shares
You can contact our Corporate Secretary at (425) 402-1400 or by sending a letter to our Corporate Secretary at our principal executive office, 3303 Monte Villa Parkway, Suite 310, Bothell, Washington 98021, with any questions about proposals described in this proxy statement or how to execute your vote.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 10, 2016
The following table and text set forth the names and ages of our directors and executive officers as of March 30, 2016.April 17, 2019. The boardBoard is comprised of only one class. Also provided herein are brief descriptions of the business experience of each director and executive officer during the past five years (based on information supplied by them) and an indication of directorships held by each director in other public companies subject to the reporting requirements under the Federal securities laws. During the past ten years, none of our directors or executive officers has been involved in any legal proceedings that are material to an evaluation of the ability or integrity of such person:
Name | Age | Position and Offices With the Company | ||
Todd Berard | 50 | Vice President, Marketing | ||
Roderick de Greef | 58 | Chief Financial Officer | ||
Karen Foster | 59 | Vice President, Operations | ||
James Mathers | 60 | Vice President, Global Sales | ||
Aby J. Mathew, Ph.D. | 47 | Chief Technology Officer and Senior Vice President | ||
Michael Rice | 56 | Chief Executive Officer, President, and Director | ||
Raymond Cohen | 60 | Chairman of the Board | ||
Thomas Girschweiler | 61 | Director | ||
Andrew Hinson | 55 | Director | ||
Joseph Schick | 57 | Director | ||
Todd Berard
has been Vice President of Marketing since February 2015, responsible for corporate branding, product branding, marketing and launch strategy, and product management. He is also a key team member in the management and growth of all product launches; including biologistex. Before his appointment as Vice President of Marketing, Mr. Berard had served as Senior Director of Marketing since July 2014. Previous to BioLife, Mr. Berard served as Director of Marketing at Verathon Medical; a division of Roper Inc., from September 2010 until July 2014, overseeing the global marketing, product development, and product launch strategies for a portfolio of six medical device brands. He also managed all strategic partnerships for product development, and helped guide the organization. Verathon had global sales in 2014 of roughly $180M; and Mr. Berard oversaw a creative and product management team of 12. Responsibilities included all global marketing initiatives and campaigns, strategy, product portfolio management, and strategic planning. He has over twenty years of experience in life sciences, health care, and technology; working for both global leaders and small technology startups, including the University of Washington School of Medicine, DuPont, and Medtronic. He has a Bachelor of Science Degree in Biochemistry from the University of Vermont and an MBA from the University of Washington Foster School of Business.Roderick de Greef
has been Chief Financial Officer since May 2016. He was appointed interim Chief Financial Officer and interim Secretary in March 2016. Previously, Mr. de Greef served as a director of the Company from June 2000 through November 2013, and provided the Company with strategic and financial consulting services from July 2007 through August 2011. Mr. de Greef has servedKaren Foster has been Vice President, Operations since April 2016. From 2003 to early 2016, Ms. Foster was Vice President of Laboratory Operations and Site Leader at ViaCord, LLC, a family cord blood bank, and subsidiary of PerkinElmer Inc. Over a 25-year career, Ms. Foster has managed manufacturing and quality operations in several capacities for companies including ViaCord, Pfizer, Inc. (formerly Pharmacia Corporation) and Amersham Pharmacia Biotech, Inc. (formerly Phamacia Biotech, Inc.). She holds an M.B.A. from the University of Wisconsin-Milwaukee (specialization in Operations Management), an M.S. in Zoology from University of Wisconsin- Milwaukee (specialization in Microbiology) and a B.S. in Biological Sciences from Michigan Technological University.
James Mathers has been the Vice President, Global Sales, since May 2016. Mr. Mathers has more than 30 years of successful sales leadership and entrepreneurial experience in high growth medical and applied technology organizations. Mr. Mathers’ expertise lies in the building of scalable sales organizations in support of rapid market adoption of disruptive technologies. From October 2009 to December 2016, Mr. Mathers was Principal/Founder of the Mathers Group, a business consulting services firm for operational consultancy for physician owned specialty cancer centers and brokerage services for the acquisition and/or sale of radiation oncology capital equipment. From April 2013 to July 2014, Mr. Mathers was the Area Sales Director for MAKO Surgery/Stryker Orthopedics where he was responsible for the sales of RIO orthopedic robotics capital equipment for knee and hip replacement. From December 2011 to April 2013, Mr. Mathers was Director, Business development for AMAMARK Healthcare responsible for sales revenue for outsourced clinical engineering functions. Previously, Mr. Mathers served in various global sales, marketing and business development leadership positions at Mako Surgical/Stryker Orthopedics, BrainLAB, Cardiac Science, Johnson& Johnson and Baxter Healthcare. Mr. Mathers has a Bachelor of Arts in Biology and Pre-medicine from the University of Pennsylvania and an MBA from Pepperdine University.
Aby J. Mathew, Ph.D. was part of the founding team of BioLife Solutions, Inc., and has been Senior Vice President and Chief Technology Officeremployed by BioLife since February 2011. From January 2007 through February 2011,2000. Dr. Mathew served as Senior Scientist, Directoris a co-developer of Strategic Relations,BioLife’s biopreservation media solutions and Senior Directorco-inventor on issued and pending patents related to methods, devices, and formulations for the preservation of Strategic Relations. From June 2003 through January 2007, Dr. Mathew served as Director of Manufacturing. From September 2000 through June 2003, Dr. Mathew served as Clinical Accounts Managercells, tissues, and Director of Hypothermic Preservation for Cryomedical Sciences/BioLife Solutions.organs. He holds a Ph.D. in Biological Sciences from Binghamton University and a B.S. in Microbiology from Cornell University. Dr. Mathew has been actively engaged in research onresearching low temperature biopreservation of mammalian cells, tissues and organs since 1994, and his studies contributed to the development of ourBioLife’s current commercial HypoThermosol® and CryoStor® product platforms and intellectual property foundation.
Michael Rice
has been President and Chief Executive Officer and a director of the Company since August 2006, and was chairman of theRaymond W. Cohen
joined theThomas Girschweiler was a member of our boardBoard from 2003 to March 2014 and joined the boardBoard again in May 2015. Mr. Girschweiler has been engaged in corporate financing activities on his own behalf since 1996. From 1981 to 1996, he was an investment banker with Union Bank of Switzerland. Mr. Girschweiler is a graduate of the Swiss Banking School. The boardBoard has determined that Mr. Girschweiler should serve as a director because of his experience in corporate financing activities and his status as a significant shareholder.
Andrew Hinson
joined theJoseph Schick
joined theExcept as otherwise provided by law, each director shall hold office until either their successor is elected and qualified, or until he or she sooner dies, resigns, is removed or becomes disqualified. Officers serve at the discretion of the Board.
There are no family relationships between any of our director nominees or executive officers and any other of our director nominees or executive officers.
Overview
Our Bylaws provide that the size of our Board is to be determined from time to time by resolution of the Board but shall consist of at least three members. Our Board presently consists of sixfive members. Our Board has determined fourthree of our directors –directors– Messrs. Cohen, Hinson, Schick and StewartSchick – to be independent under the rules of the NASDAQ Stock Market, after taking into consideration, among other things, those transactions described under “Certain Transactions”. Mr. Cohen serves as Chairman of the Board.Board and is an independent director. Therefore, The Board does not have a lead director; however, recognizing that the Board consistsis composed almost entirely of a majority of independentoutside directors, in addition to the Board’s strong committee system (as described more fully below), we believe this leadership structure is appropriate for the Company and allows the Board to maintain effective oversight of management.
At each annual meeting of stockholders, members of our Board are elected to serve until the next annual meeting and until their successors are duly elected and qualified. If the nominees named in this proxy statement are elected, the Board will consist of sixfive persons.
Committees of the Board of Directors
The Board has established an Audit Committee, a Compensation Committee, and a Nominating and Governance Committee. Each committee operates pursuant to a written charter that may be viewed on our website at www.biolifesolutions.com. The inclusion of our web site address in this proxy statement does not include or incorporate by reference the information on our web site into this proxy statement.
The following table sets forth the current composition of the three standing committees of our Board:
Name | Board | Audit | Compensation | Nominating | ||||
Mr. Rice | X | |||||||
Mr. Cohen | Chair | X | Chair | X | ||||
Mr. Hinson | X | X | X | Chair | ||||
Mr. Schick (financial expert) | X | Chair | X | X | ||||
Mr. Girschweiler | X |
Audit Committee.
Our Audit Committee’s role includes the oversight of our financial, accounting and reporting processes; our system of internal accounting and financial controls; and our compliance with related legal, regulatory and ethical requirements. The Audit Committee oversees the appointment, compensation, engagement, retention, termination and services of our independent registered public accounting firm, including conducting a review of its independence; reviewing and approving the planned scope of our annual audit; overseeing our independent registered public accounting firm’s audit work; reviewing and pre-approving any audit and non-audit services that may be performed by our independent registered public accounting firm; reviewing with management and our independent registered public accounting firm the adequacy of our internal financial and disclosure controls; reviewing our critical accounting policies and the application of accounting principles; and monitoring the rotation of partners of our independent registered public accounting firm on our audit engagement team as required by regulation.In addition, the Audit Committee’s role includes meeting to review our annual audited financial statements and quarterly financial statements with management and our independent registered public accounting firm. The Audit Committee has the authority to obtain independent advice and assistance from internal or external legal, accounting and other advisors, at the Company’s expense.
The Board has determined that all members of our Audit Committee meet the independence and financial literacy standards of the NASDAQ Stock Market and applicable SEC rules. The Board of Directors has determined that Mr. Schick is an “audit committee financial expert” as defined by the rules of the SEC.
Please see the section entitled “Report of the Audit Committee of the Board of Directors” and “Proposal Three:No. 4: Ratification of Appointment of Independent Registered Public Accounting Firm”Peterson Sullivan LLP” for further matters related to the Audit Committee.
Compensation Committee
. The purpose of the Compensation Committee is toIn discharge of its duties related to administration of executive bonus plans, the Compensation Committee may, subject to the terms of each plan, delegate authority to management for the day-to-day non-material administration of such plans. Further, the Compensation Committee may, subject to the terms of each plan, delegate authority to management to make grants to non-executive officers under stock-based compensation plans.
The Compensation Committee has the authority to obtain independent advice and assistance from internal or external legal, accounting and other advisors, at the Company’s expense. The Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the Committee, other than in-house legal counsel, only after taking into consideration the six factors outlined in Rule 10C-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Compensation Committee engaged Radford, an Aon Hewitt companyIn considering and independentdetermining compensation consultant (“Radford”), to assist it in: (i) an assessment of the Company’s executive compensation program; (ii) developing a peer group of companies for compensation comparison purposes; (iii) completing a market assessment of director and executive officer compensation; (iv) evaluating the Company’s equity-based compensation plan; and (v) recommending the amount and form of director and executive officer compensation. Radford reported to and was accountable to the Compensation Committee. Radford did not provide any services to us in the year ended December 31, 2015 beyond its engagement as an advisor to the Compensation Committee. After review and consultation with Radford,levels, the Compensation Committee determined that Radford isreviews independent and there is no conflict of interest resulting from retaining Radford. In reaching this conclusion, the Compensation Committee considered the factors set forthexternally generated compensation data, in accordance with Rule 10C-1 of the Exchange Act and NASDAQ listing standards.
The members of the Compensation Committee are independent directors within the meaning of the listing standards of the NASDAQ Stock Market.
Nominating and Governance Committee
. Our Nominating and Governance Committee’s primary purpose is to evaluate candidates for membership on our Board and make recommendations to our Board regarding candidates; make recommendations with respect to the composition of our Board and its committees; provide guidance to our human resources, legal, and finance departments relating to director orientation programs; recommend corporate governance principles applicable to the Company; manage periodic review, discussion and evaluation of the performance of our Board, its committees and its members and oversee and monitor compliance with our Code of Business Conduct and Ethics. The Nominating and Governance Committee has the authority to obtain independent advice and assistance from internal or external legal, accounting and other advisors, at the Company’s expense.All members of our Nominating and Governance Committee are independent under the listing standards of the NASDAQ Stock Market.
The Nominating and Governance Committee will consider candidates recommended by stockholders in accordance with the procedures set forth in our Bylaws, and prior to the date it recommends a slate of director nominees to the Board. Pursuant to the Nominating and Governance Committee Charter, there is no difference in the manner in which a nominee recommended by a stockholder or otherwise is evaluated.
In carrying out its function to nominate candidates for election to our Board, the Nominating and Governance Committee considers the Board’s mix of skills, experience, character, commitment and diversity—diversity being broadly construed to mean a variety of opinions, perspectives and backgrounds, such as gender, race and ethnicity differences, as well as other differentiating characteristics, all in the context of the requirements and needs of our Board at that point in time. In reviewing potential candidates, the Committee will also consider all relationships between any proposed nominee and any of our stockholders, competitors, customers, suppliers or other persons with a relationship to the Company. The Nominating and Governance Committee believes that each candidate should be an individual who has demonstrated exceptional ability and judgment, who are willing and able to make a sufficient time commitment to the Company, and who shall be most effective, in conjunction with the other nominees to the Board, in collectively serving the long‐termlong-term interests of the stockholders.
The Nominating and Governance Committee’s methods for identifying candidates for election to our Board include the solicitation of ideas for possible candidates from a number of sources, including from members of our Board, our executive officers, individuals who our executive officers or Board members believe would be aware of candidates who would add value to our Board and through other research. The Nominating and Governance Committee may, from time to time, retain, for a fee, one or more third-party search firms to identify suitable candidates. The Nominating and Governance Committee will consider all candidates identified through the processes described above, and will evaluate each candidate, including incumbents, based on the same criteria.
The Nominating and Governance Committee does not have a formal policy with respect to diversity; however, the Board and the Nominating and Governance Committee believe that it is essential that the Board members represent diverse viewpoints.
Number of Meetings
The Board held a total of sixfour meetings during 2015.2018. Our Audit Committee held four meetings in 2015,2018, our Compensation Committee held twothree meetings in 20152018 and our Nominating and Governance Committee held one meetingno meetings during 2015.2018. Each incumbent director attended 75% or more100% of the aggregate of (i) the total number Board meetings (during the period that he served) and (ii) the total number of Board committee meetings (during the periods that he served).
Board Member Attendance at Annual Stockholder Meetings
Although we do not have a formal policy regarding director attendance at annual stockholder meetings, directors are encouraged to attend these annual meetings absent extenuating circumstances. At our 2015meetings. Four of the Company’s directors attended the last annual meeting there were five directors present.
Director Compensation
As confirmed in service agreements we entered intothe Compensation Committee meeting held on May 4, 2015 withNovember 7, 2017, each of our non-employee directors, during the year ended December 31, 2015,2018, non-employee directors were compensated with an annual retainer fee of $40,000.$50,000. In addition, the Board Chairman was compensated an additional $110,000$100,000 for the year. Committee chairpersons were compensated with additional annual retainers as follows:
| Annual Retainer | ||||
Audit Committee Chairman | $ | 10,000 | ||
Compensation Committee Chairman | $ | 7,500 | ||
Nominating and Governance Committee Chairman | $ | 5,000 | ||
Annual | ||||
Audit Committee Chairman | $ | 10,000 | ||
Nominating and Governance Committee Chairman | $ | 5,000 | ||
A total of $322,500$315,000 in cash director compensation and $270,000 in stock compensation was recorded during the year ended December 31, 2015. Our non-employee directors were each granted options to purchase 15,000 shares at $2.06 per share granted on May 4, 2015 which options vest on May 4, 2016.2018. The following table sets forth information regarding compensation earned by our non-employee directors for the year ended December 31, 2015.
| Name | Annual Retainer ($) | Board and Committee Chair and Committee Membership Fees ($) | Total Cash Fees Earned ($) | Restricted Stock Unit Awards ($) | Option Awards ($) | Total ($) | ||||||||||||||||||
| Raymond Cohen | 40,000 | 110,000 | 150,000 | –– | 26,139 | 176,139 | ||||||||||||||||||
| Thomas Girschweiler | 30,000 | –– | 30,000 | –– | 26,139 | 56,139 | ||||||||||||||||||
| Andrew Hinson | 40,000 | 5,000 | 45,000 | –– | 26,139 | 71,139 | ||||||||||||||||||
| Joseph Schick | 40,000 | 10,000 | 50,000 | –– | 26,139 | 76,139 | ||||||||||||||||||
| Rick Stewart | 40,000 | 7,500 | 47,500 | –– | 26,139 | 73,639 | ||||||||||||||||||
Name(2) | Annual Cash ($) | Board and | Stock | Total Compensation | ||||||||||||
Raymond Cohen | 50,000 | 100,000 | 90,000 | 240,000 | ||||||||||||
Thomas Girschweiler | 50,000 | –– | 60,000 | 110,000 | ||||||||||||
Andrew Hinson | 50,000 | 5,000 | 60,000 | 115,000 | ||||||||||||
Joseph Schick | 50,000 | 10,000 | 60,000 | 120,000 | ||||||||||||
(1) | Represents the fair value of stock awards granted January 1, 2018. Mr. Cohen received 15,000 stock awards, Messrs. Girschweiler, Hinson and Schick each received 10,000 stock awards. |
(2) | Michael Rice did not receive any additional compensation for his services as a director. |
Codes of Business Conduct and Ethics
We believe in sound corporate governance practices and have always encouraged our employees, including officers and directors to conduct business in an honest and ethical manner. Additionally, it has always been our policy to comply with all applicable laws and provide accurate and timely disclosure.
Accordingly, the Board has adopted a formal written code of ethics for all employees. The Board has adopted an additional corporate code of ethics for its Chief Executive Officer, Chief Financial Officer and other senior financial officers, which is intended to be a “code of ethics” as defined by applicable SEC rules. The Code of Ethics is publicly available on our website at http://biolifesolutions.com/biopreservation-media/CODE-OF-ETHICS-FOR-CEO-AND-SENIOR-FINANCIAL-OFFICERS1.pdf.investors.biolifesolutions.com/corporate-governance. The code of ethics is designed to deter wrongdoing and promote honest and ethical conduct and compliance with applicable laws and regulations. These codes also incorporate what we expect from our executives so as to enable us to provide accurate and timely disclosure in our filings with the SEC and other public communications. Any amendments made to the Code of Ethics will be available on our website.
Stockholder Communications with Directors
Stockholders wishing to communicate with the Board or with a particular member or committee of the Board should address communications to the Board, or to an individual member or committee as follows: c/o BioLife Solutions, Inc., Attention: Corporate Secretary, 3303 Monte Villa Parkway, Suite 310, Bothell, Washington 98021. All communications will be relayed to that addressee. From time to time, the Board may change the process through which stockholders communicate with the Board or its members or committees. There were no changes in this process in 2015.2018. Please refer to our website at www.biolifesolutions.com for any future changes in this process. The Board or the particular director or committee of the Board to which a communication is addressed will, if it deems appropriate, promptly refer the matter either to management or to the full Board depending on the nature of the communication.
Summary Compensation Table
The following Summary Compensation Table sets forth certain information regarding the compensation, for services rendered in all capacities to us during 20152018 and 2014,2017, of our current principal executive officer and our two other most highly compensated executive officers at the end of 20152018 (together, the “named executive officers”).
Name and Principal Positions (a) | Year (b) | Salary ($) (c) | Bonus ($) (d) | Stock Awards ($) (e) | Option Awards ($) (f)(1) | All Other Compensation ($) (i)(6) | Total ($) (j) | ||||||||||||||||||
Michael Rice | 2015 | 400,000 | 50,000 | –– | 653,478 | (2) | –– | 1,103,478 | |||||||||||||||||
President, Chief Executive Officer and Director (8/06 – present) | 2014 | 345,000 | 150,000 | –– | –– | 1,739 | 496,739 | ||||||||||||||||||
Aby J. Mathew | 2015 | 345,000 | 12,500 | –– | 400,516 | (3) | –– | 758,016 | |||||||||||||||||
Chief Technology Officer (9/00 – present) | 2014 | 260,000 | 128,000 | –– | 31,374 | (4) | 2,483 | 421,857 | |||||||||||||||||
Daphne Taylor | 2015 | 285,000 | –– | –– | 304,102 | (5) | –– | 589,102 | |||||||||||||||||
Former Chief Financial Officer (8/11 – 2/16) | 2014 | 223,560 | 33,534 | –– | –– | 2,221 | 259,315 | ||||||||||||||||||
Name and Principal |
| Year |
| Salary |
| Bonus |
| Stock |
|
| Option |
|
| All Other |
|
| Total |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Michael Rice |
| 2018 |
|
| 450,000 |
|
| 67,500 |
|
| 112,500 | (3) |
|
| –– |
|
| 61,397 | (9) |
|
| 691,397 |
| |
President, Chief Executive Officer and Director (8/06 – present) |
| 2017 |
|
| 400,000 |
|
| 60,000 |
|
| –– |
|
| 233,354 | (6) |
|
| 4,720 | (10) |
|
| 698,074 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aby J. Mathew |
| 2018 |
|
| 365,000 |
|
| 54,750 |
|
| 91,248 | (4) |
|
| –– |
|
| –– |
|
| 510,998 |
| ||
Chief Technology Officer (9/00 – present) |
| 2017 |
|
| 345,000 |
|
| 51,750 |
|
| –– |
|
| 201,267 | (7) |
|
| 20,552 | (11) |
|
| 618,569 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Roderick de Greef |
| 2018 |
|
| 350,000 |
|
| 52,500 |
|
| 87,498 | (5) |
|
| –– |
|
| –– |
|
|
| 489,998 |
| |
Chief Financial Officer (3/16 – present) |
| 2017 |
|
| 300,000 |
|
| 45,000 |
|
| –– |
|
|
| 175,015 | (8) |
|
| –– |
|
| 520,015 |
| |
(1) | Reflects base salary earned in each applicable period. |
(2) | See Note 1 to Notes to Financial Statements for the years ended December 31, |
(3) | Represents 18,750 shares of time-vested stock granted on January 1, 2018. This award vests 1/4 of the shares on January 1, 2019 with the remainder vesting quarterly over 3 years. |
(4) | Represents 15,208 shares of time-vested stock granted on January 1, 2018. This award vests 1/4 of the shares on January 1, 2019 with the remainder vesting quarterly over 3 years. |
(5) | Represents 14,583 shares of time-vested stock granted on January 1, 2018. This award vests 1/4 of the shares on January 1, 2019 with the remainder vesting quarterly over 3 years. |
(6) | Amount is a result of options to purchase |
(7) | Amount is a result of options to purchase |
(8) | Amount is a result of options to purchase |
(9) | Amounts represent vacation payout to |
(10) | Amounts represent |
(11) | Amounts represent vacation payout to cover taxes on stock awards for vesting periods in 2017. |
Outstanding Equity Awards at Fiscal Year-End 2015
The following table sets forth information concerning the outstanding equity awards as of December 31, 20152018 granted to the named executive officers.
| OPTION AWARDS | |||||||||||||||||
| Name (a) | Number of Securities Underlying Unexercised Options (#) Exercisable (b) | Number of Securities Underlying Unexercised Options (#) Unexercisable (c) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d) | Option Exercise Price ($) (e) | Option Expiration Date (f) | ||||||||||||
Michael Rice | 107,142 | –– | –– | 0.98 | 8/7/2016(1) | ||||||||||||
Michael Rice | 71,428 | –– | –– | 1.12 | 2/7/2017(2) | ||||||||||||
Michael Rice | 54,642 | –– | –– | 1.26 | 2/2/2019(3) | ||||||||||||
Michael Rice | 85,062 | –– | –– | 1.40 | 2/5/2020(4) | ||||||||||||
Michael Rice | 28,571 | –– | –– | 1.12 | 2/25/2021(5) | ||||||||||||
Michael Rice | 160,567 | –– | –– | 1.12 | 2/25/2021(6) | ||||||||||||
Michael Rice | –– | 375,000 | –– | 2.06 | 5/4/2025(7) | ||||||||||||
Aby J. Mathew | 7,142 | –– | –– | 0.98 | 10/12/2016(8) | ||||||||||||
Aby J. Mathew | 35,714 | –– | –– | 1.12 | 2/7/2017(9) | ||||||||||||
Aby J. Mathew | 24,285 | –– | –– | 1.40 | 8/7/2017(10) | ||||||||||||
Aby J. Mathew | 7,142 | –– | –– | 0.70 | 2/11/2018(11) | ||||||||||||
Aby J. Mathew | 7,142 | –– | –– | 0.56 | 11/5/2018(12) | ||||||||||||
Aby J. Mathew | 37,966 | –– | –– | 1.40 | 2/5/2020(13) | ||||||||||||
Aby J. Mathew | 55,451 | –– | –– | 1.12 | 2/11/2021(14) | ||||||||||||
Aby J. Mathew | 17,113 | 744 | –– | 1.40 | 2/15/2022(15) | ||||||||||||
Aby J. Mathew | 4,166 | 5,834 | –– | 3.70 | 4/21/2024(16) | ||||||||||||
Aby J. Mathew | –– | 229,837 | –– | 2.06 | 5/4/2025(17) | ||||||||||||
Daphne Taylor | 17,857 | –– | –– | 1.40 | 3/1/2021(18) | ||||||||||||
Daphne Taylor | 35,714 | –– | –– | 0.88 | 8/17/2021(19) | ||||||||||||
Daphne Taylor | 17,113 | 744 | –– | 1.40 | 2/15/2022(20) | ||||||||||||
Daphne Taylor | –– | 174,510 | –– | 2.06 | 5/4/2025(21) | ||||||||||||
|
| OPTION AWARDS | ||||||||||||||||
Name (a) |
| Number of |
|
| Number of |
|
| Equity |
|
| Option |
|
| Option | ||||
Michael Rice |
|
| 14,781 |
|
|
| –– |
|
|
| –– |
|
|
| 1.26 |
|
| 2/2/2019(1) |
Michael Rice |
|
| 85,062 |
|
|
| –– |
|
|
| –– |
|
|
| 1.40 |
|
| 2/5/2020(1) |
Michael Rice |
|
| 28,571 |
|
|
| –– |
|
|
| –– |
|
|
| 1.12 |
|
| 2/25/2021(1) |
Michael Rice |
|
| 60,247 |
|
|
| –– |
|
|
| –– |
|
|
| 1.12 |
|
| 2/25/2021(1) |
Michael Rice |
|
| 114,613 |
|
|
| 114,613 |
|
|
| –– |
|
|
| 1.64 |
|
| 12/20/2021(2) |
Michael Rice |
|
| 335,937 |
|
|
| 39,063 |
|
|
| –– |
|
|
| 2.06 |
|
| 5/4/2025(3) |
Michael Rice |
|
| 68,750 |
|
|
| 31,250 |
|
|
| –– |
|
|
| 1.90 |
|
| 3/15/2026(4) |
Michael Rice |
|
| 45,833 |
|
|
| 54,167 |
|
|
| –– |
|
|
| 1.78 |
|
| 2/7/2022(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aby J. Mathew |
|
| 37,966 |
|
|
| –– |
|
|
| –– |
|
|
| 1.40 |
|
| 2/5/2020(1) |
Aby J. Mathew |
|
| 55,451 |
|
|
| –– |
|
|
| –– |
|
|
| 1.12 |
|
| 2/11/2021(1) |
Aby J. Mathew |
|
| 98,854 |
|
|
| 98,853 |
|
|
| –– |
|
|
| 1.64 |
|
| 12/20/2021(2) |
Aby J. Mathew |
|
| 17,857 |
|
|
| –– |
|
|
| –– |
|
|
| 1.40 |
|
| 2/15/2022(1) |
Aby J. Mathew |
|
| 10,000 |
|
|
| –– |
|
|
| –– |
|
|
| 3.70 |
|
| 4/21/2024(1) |
Aby J. Mathew |
|
| 205,895 |
|
|
| 23,942 |
|
|
| –– |
|
|
| 2.06 |
|
| 5/4/2025(6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Roderick de Greef |
|
| 50,960 |
|
|
| 85,959 |
|
|
| –– |
|
|
| 1.64 |
|
| 12/20/2021(2) |
Roderick de Greef |
|
| 68,750 |
|
|
| 31,250 |
|
|
| –– |
|
|
| 1.76 |
|
| 3/4/2026(7) |
Roderick de Greef |
|
| 91,125 |
|
|
| 82,875 |
|
|
| –– |
|
|
| 1.81 |
|
| 5/3/2026(8) |
(1) | This award is fully vested. |
(2) | This award vested |
(3) | |
This award vests 1/4 of the total shares on May 4, 2016 and, thereafter, vests in 36 equal monthly increments. | |
(4) | |
This award vests 1/4 of the total | |
(5) | This award vests 1/4 of the total shares on February 7, 2018 and, thereafter, vests in 36 equal monthly increments. |
(6) | This award vests 1/4 of the total shares on May 4, 2016 and, thereafter, vests in 36 equal monthly increments. |
(7) | This award vests 1/4 of the total |
(8) | |
This award vests 1/4 of the total shares on May |
2017 Management Performance Bonus Plan
On December 20, 2016, the Board agreed to implement a Management Performance Bonus Plan for 2017 (the “Bonus Plan”). Pursuant to the terms of the Bonus Plan, six senior officers of the Company received options to purchase an aggregate of 1,000,000 shares of Common Stock which vest in various percentages based on achieving varying levels of specified revenue targets for the year ending December 31, 2017. The options have an exercise price of $1.64, and, for each milestone that is achieved, vest 50% on the release of the Company’s audited financial statements for 2017, and 50% one year thereafter. In addition, pursuant to the Bonus Plan, the six officers also have the right to receive up to an aggregate of $436,250 in cash based on achieving varying levels of specified adjusted EBITDA targets for the year ending December 31, 2017. Any cash bonus, once earned, would be paid on the release of the Company’s audited financial statements. If the minimum performance targets are not achieved, no options will vest and no cash bonus will be paid. On February 19, 2015,27, 2018, the Company’s Board of Directors determined that, subject to the completion of the 2017 audit, the specified revenue target had been achieved. Accordingly, 999,997 options to purchase shares of the Company’s Common Stock vested as follows: 50% of the options vested on March 8, 2018 and the remaining 50% vested on March 8, 2019.
2018 Management Performance Bonus Plan
On November 7, 2017, the Compensation Committee instituted an incentive bonus programs for 2018 which is tied to the overall financial performance of the Company. The program anticipates that senior management members can earn up to 15% of their base salary based on the achievement of certain operating profit goals.
Engagement of Executive Compensation Firm
In 2019, we engaged an independent executive compensation firm, FW Cook, to review our current compensation practices and make recommendations to the Compensation Committee and the full Board regarding the compensation paid to our executive officers. With consideration to the recommendations of FW Cook, including an evaluation of the compensation practices of a like-situated peer group of public life science companies, our Compensation Committee recommended and our Board approved a salary increase in February 2019 for Mr. Rice (see “Employment Agreements” below), cash bonus targets for our executive officers (up to 60% of base salary for Mr. Rice and up to 30% of base salary for the remaining executive officers) and the issuance of additional equity based compensation to our executive officers based on our attainment of certain performance metrics for fiscal 2019.
Specifically, our executive officers were granted service-based restricted stock awards (approximately 94,000 shares of restricted stock in the aggregate vesting over four years) and performance-based restricted stock awards (approximately 94,000 shares of restricted stock in the aggregate). The performance-based restricted stock awards will vest as to between 0% and 200% of the number of restricted shares granted to each executive officer based on our total shareholder return during the period beginning on January 1, 2019 through December 31, 2020 as compared to the total shareholder return of 20 of our peers (such peers having been determined by our Compensation Committee with assistance of FW Cook immediately prior to the grant date).
Employment Agreements
The Company entered into new employment agreements with (i) Michael Rice, our President and Chief Executive Officer and (ii) Dr. Aby J. Mathew, Ph.D., our Senior Vice President and Chief Technology Officer. None of the Employment Agreements is for a definite time period, but rather, each will continue until terminated in accordance with its terms.
The Company entered into an employment agreement with Dr. Aby J. Mathew, Ph.D., our Senior Vice President and Chief Technology Officer, provideseffective January 1, 2018 for a base salary of $345,000$365,000 per year. If Dr.Subsequently, on November 19, 2018, the Compensation Committee approved a salary increase to $419,800 effective January 1, 2019. The agreement provides that if Mr. Mathew’s employment is terminated without “Cause” (other than by reason of death or disability), including upon or within 90 days of a “Change in Control,” or if he resigns for “Good Reason,” he will beis entitled to a lump sum payment equal to 12 months’ salary.
The Company entered into an employment agreement with Roderick de Greef, Chief Financial Officer, effective January 1, 2018 for a salary of $350,000 per year. Subsequently, on November 19, 2018, the Compensation Committee approved a salary increase to $402,500 effective January 1, 2019. The agreement provides that if Mr. de Greef’s employment is terminated without “Cause” (other than by reason of death or disability) or if he resigns for “Good Reason,” he is entitled to a lump sum payment equal to 12 months’ salary, an amount equal to the cost of 12 months’ medical insurance premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date, plus a tax gross-up amount with respect to such premiums and unvested stock options, awards, or other equity grants shall immediately fully vest; If Mr. de Greef’s employment is terminated upon or within 90 days following a “Change in Control”, Mr. de Greef is entitled to a lump sum payment equal to 18 months’ salary and an amount equal to the cost of 18 months’ medical insurance premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date, plus a tax gross-up amount with respect to such premiums.
For purposes of each of these employment agreements, a “Change in Control” means (i) the consummation of a merger or consolidation of the Company with or into another entity, (ii) the dissolution, liquidation or winding up of the Company or (iii) the sale of all or substantially all of the Company’s assets. The foregoing notwithstanding, a merger or consolidation of the Company shall not constitute a “Change in Control” if immediately after such merger or consolidation a majority of the voting power of the capital stock of the continuing or surviving entity, or any direct or indirect parent corporation of such continuing or surviving entity, will be owned by the persons who were the Company’s stockholders immediately prior to such merger or consolidation in substantially the same proportions as their ownership of the voting power of the Company’s capital stock immediately prior to such merger or consolidation.
Under each employment agreement, “Cause” means the Company’s belief that any of the following has occurred: (i) any breach of the employment agreement by the executive officer; (ii) any failure to perform assigned job responsibilities that continues unremedied for a period of 10 days after written notice to the executive officer by the Company; (iii) the executive officer’s malfeasance or misconduct in connection with the executive officer’s duties under the employment agreement or any act or omission of the executive officer which is materially injurious to the financial condition or business reputation of the Company or any of its subsidiaries or affiliates, (iv) commission of a felony or misdemeanor or failure to contest prosecution for a felony or misdemeanor; (v) the Company’s reasonable belief that the executive officer engaged in a violation of any statute, rule or regulation, any of which in the judgment of the Company is harmful to the business or to Company’s reputation; (vi) the Company’s reasonable belief that the executive officer engaged in unethical practices, dishonesty or disloyalty; or (vii) any reason that would constitute “cause” under the laws the State of Washington.
Under each employment agreement, “Good Reason” for the executive officer to terminate his or her employment means the following: (i) the Company’s material breach of the terms of the employment agreement or any other written agreement between the executive officer and Company; (ii) the assignment to the executive officer of any duties that are substantially inconsistent with or materially diminish the executive officer’s position prior to execution of the employment agreement; (iii) a material reduction of the executive officer’s salary, other than as a result of a general salary reduction affecting substantially all Company employees; (iv) any failure by the Company to obtain the assumption of the employment agreement by any successor or assign of the Company; or (v) a requirement that the executive officer be based at any office or location more than 50 miles from the executive officer’s primary work location prior to the effective date of the employment agreement.
Amended and Restated 2013 Performance Incentive Plan
The Amended and Restated 2013 Performance Incentive Plan and the award agreements entered into thereunder include certain provisions that may result in a payment to, or acceleration of vesting of awards held by, a named executive officer in connection with a change in control. A change in control is defined as: (a) the acquisition, directly or indirectly, in one transaction or a series of related transactions, by any person or group (within the meaning of Section 13(d)(3) of the Exchange Act) of the beneficial ownership of securities of the Company possessing more than fifty percent (50%) of the total combined voting power of all outstanding securities of the Company; (b) a merger or consolidation of the Company with any other entity, whether or not the Company is the surviving entity in such transaction, except for a transaction in which the holders of the outstanding voting securities of the Company immediately prior to such merger or consolidation hold as a result of holding Company securities prior to such transaction, in the aggregate, securities possessing more than fifty percent (50%) of the total combined voting power of all outstanding voting securities of the Company or of the surviving entity (or the parent of the surviving entity) immediately after such merger or consolidation; (c) the sale, transfer or other disposition (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company; or (d) the approval by the stockholders of a plan or proposal for the liquidation or dissolution of the Company.
In the event of a change in control, the Administrator (as defined in the plan) has the discretion to provide in each award agreement for (i) the vesting of options to accelerate automatically upon a change in control of the Company (as defined in the plan) and (ii) the assumption of awards by the acquiring or successor entity (or parent thereof) or replacement by such entity with new options or other incentives upon a change in control of the Company. The terms of the Company’s outstanding option agreements under the plan provide for accelerated vesting upon the occurrence of the change in control transaction, provided, that the Administrator in its sole discretion may provide for the purchase or exchange of each option for an amount of cash or other property having a value equal to the difference between (x) the value of the cash or other property that you would have received pursuant to the change in control transaction in exchange for the shares issuable upon exercise of the option had the option been exercised immediately prior to the change in control transaction, and (y) the exercise price of the option. Outstanding options shall terminate and cease to be exercisable upon consummation of a change in control except to the extent that such awards are assumed by the successor entity pursuant to the terms of the change in control transaction. The Administrator shall give written notice of a proposed change in control transaction to the holder not less than fifteen (15) days prior to the anticipated effective date of the proposed transaction.
Plan Category | Number of securities to be issued upon exercise of outstanding options and warrants (in thousands) | Weighted Average exercise price of outstanding options and warrants | Number of securities remaining available for future issuance (in thousands) | ||||
| Equity compensation plans approved by security holders | 1,772 | $ | 2.02 | 1,696 | |||
Equity compensation plans not approved by security holders (1) | 783 | 1.28 | — | ||||
| Total | 2,555 | 1.80 | 1,696 | ||||
The following table sets forth, as of March 30, 2016,April 17, 2019, certain information regarding the beneficial ownership of common stockCommon Stock by (i) each stockholder known by the Company to be the beneficial owner of more than 5% of the outstanding shares thereof; (ii) each director and nominee of the Company; (iii) each named executive officer of the Company; and (iv) all of the Company’s current directors and executive officers (including executive officers that are not named executive officers) as a group. This table is based upon information supplied by officers, directors, and principal stockholders and Schedule 13D(s) and Schedule 13G(s) filed with the SEC.
Name and Address of Beneficial Owner | Common | Percentage | ||||||
Directors and Executive Officers | ||||||||
Thomas Girschweiler(1) | 3,115,299 | 15.3 | % | |||||
Michael Rice (Officer and Director)(2) | 1,071,440 | 5.4 | % | |||||
Aby J. Mathew (Officer) (3) | 731,438 | 3.8 | % | |||||
Roderick de Greef (Officer)(4) | 338,903 | 1.8 | % | |||||
Andrew Hinson (Director)(5) | 92,175 | 0.5 | % | |||||
Raymond Cohen (Director) (6) | 64,459 | 0.3 | % | |||||
Joseph Schick (Director) (7) | 25,000 | 0.1 | % | |||||
Total shares owned by Executive Officers and Directors (10 persons) (8) | 6,177,842 | 27.0 | % | |||||
5% Stockholders | ||||||||
Walter Villiger(9) | 5,860,428 | 27.8 | % | |||||
WAVI Holding AG(10) | 5,310,428 | 25.8 | % | |||||
Taurus4757 GmbH(11) | 3,058,157 | 15.0 | % | |||||
| Casdin Capital, LLC (12) | 2,428,571 | 12.9 | % | |||||
| Sandler Capital Management (13) | 968,073 | 5.2 | % | |||||
| Name and Address of Beneficial Owner | Common Stock | Percentage of Class | ||||||
| Directors and Executive Officers | ||||||||
Thomas Girschweiler (Director)(1) | 4,407,427 | 31.0 | % | |||||
Michael Rice (Officer and Director)(2) | 721,929 | 5.5 | % | |||||
Aby J. Mathew (Officer) (3) | 324,755 | 2.6 | % | |||||
Raymond Cohen (Director) (4) | 119,893 | 1.0 | % | |||||
Andrew Hinson (Director)(5) | 75,713 | 0.6 | % | |||||
Daphne Taylor (Former Officer)(6) | 71,428 | 0.6 | % | |||||
Rick Stewart (Director) (7) | 28,690 | 0.2 | % | |||||
Joseph Schick (Director) (8) | 23,928 | 0.2 | % | |||||
Roderick de Greef (Officer) | --- | --- | % | |||||
Total shares owned by Executive Officers and Directors (11 persons) (9) | 5,885,727 | 37.7 | % | |||||
5% Stockholders | ||||||||
Walter Villiger(10) | 5,524,714 | 38.5 | % | |||||
WAVI Holding AG (11) | 5,381,857 | 37.8 | % | |||||
Taurus4757 GmbH (12) | 4,188,857 | 29.9 | % | |||||
Shares of common stockCommon Stock subject to options and warrants that are exercisable or will be exercisable within 60 days of March 30, 2016 and shares of common stock to be issued pursuant to restricted stock awardsApril 17, 2019 are deemed outstanding for computing the number of shares beneficially owned. The percentage of the outstanding shares held by a person holding such rightsoptions or warrants includes those shares,currently exercisable or exercisable within 60 days of April 17, 2019, but such sharesoptions and warrants are not deemed outstanding for computing the percentage of any other person. Except as indicated by footnote, and subject to community property laws where applicable, we believe that the persons named in the table have sole voting and investment power with respect to all shares shown as beneficially owned by them. Unless otherwise indicated, the business address of each person listed is in care of 3303 Monte Villa Parkway, #310, Bothell, WA 98021.
(1) | Includes |
(2) | Includes options to purchase |
(3) | Includes options to purchase |
(4) | Includes options to purchase |
(5) | Includes options to purchase |
(6) | Includes options to purchase |
(7) | Includes options to purchase |
(8) | Includes the securities listed in footnotes 1-7, in addition to 40,668 shares of Common Stock, options to purchase |
(9) | Includes and 1,777,211 shares of The business address of Mr. Villiger is Hurdnerstrasse 10 Postfach 1474 Hurden Seitzerland V8. |
(10) | Includes 1,777,211 shares of |
(11) | Includes 1,544,194 shares of |
(12) | Consists of 2,428,571 shares of Common Stock. The business address of Casdin Capital, LLC is 1350 Avenue of the Americas, Suite 2405, New York, New York 10019. |
(13) | Consists of 968,073 shares of Common Stock. The business address of Sandler Capital Management is 711 Fifth Floor, New York, New York 10022. |
Changes in Control
The Company knows of no arrangements resulting in a change in control of the Company. No officer, director, promoter, or affiliate of the Company has, or proposes to have, any direct or indirect material interest in any asset proposed to be acquired by the Company through security holdings, contracts, options, or otherwise.
Since January 1, 2014,2017, there has not been, nor has there been proposed, any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships, including those involving indebtedness not in the ordinary course of business, to which we or our subsidiaries were or are a party, or in which we or our subsidiaries were or are a participant, in which the amount involved exceeded or exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years and in which any of our directors, nominees for director, executive officers, beneficial owners of more than 5% of any class of our voting securities, or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest, other than as described above under the headings “Executive Compensation” and “Board of Directors—Director Compensation” and other than the transactions described below. Each of the transactions described below was reviewed and approved or ratified by the Audit Committee of the Board. It is anticipated that any future transactions between us and our officers, directors, principal stockholders and affiliates will be on terms no less favorable to us than could be obtained from unaffiliated third parties. In accordance with our Audit Committee’s charter, all such transactions will be reviewed and approved by our Audit Committee and a majority of the independent and disinterested members of the Board.
Preferred Stock
On January 11, 2008,May 12, 2016, we entered into a $4 million unsecured credit facility (the “Original Note”) with our largest shareholder, WAVI Holdings, AG (“WAVI”). Under the related commitment letter, WAVI has agreed to make a series of four $1 million advances on June 1, 2016, September 1, 2016, December 1, 2016 and March 1, 2017. The Original Note is unsecured, carries an annual interest rate of 10%, and matures on June 1, 2017. In addition, we have agreed not to permit any liens on our assets, subject to certain exceptions. As partial compensation for WAVI entering into the commitment letter, we issued WAVI a detachable common stock purchase warrant exercisable to purchase up to 550,000 shares of Common Stock at an exercise price of $1.75 per share. The warrant expires on May 12, 2021.
On June 30, 2017, we modified our existing credit facility agreements with each of Thomas Girschweiler, an affiliate and director of the Company, and Walter Villiger, an affiliate of the Company, pursuant to which each noteholder extendedWAVI. Pursuant to the Company a secured convertible multi-draw term loanmodification, WAVI agreed to exchange its existing credit facility, including $4.25 million of $2,500,000, which facility (a) incorporated (i) a refinancing of then existing indebtedness of the Company to the Investor,principal and accrued interest thereon, inoutstanding as of June 1, 2017, for 4,250 shares of the Company’s Series A Preferred Stock, which has a fixed, aggregate amountstated value of $1,431,563.30, (ii) a then current advance$4.25 million. The preferred shares issued to WAVI are not convertible into any other form of $300,000,equity and (iii) a commitment to advance to us, from time to time, additional amounts up to a maximum of $768,436.70, (b) bears interestcan only be redeemed at the ratestated value of 7% per annum$4.25 million at times and in amounts solely determined by the Company. The preferred shares also carry an annual cash dividend of 10% of the outstanding stated value, calculated and payable in arrears on a quarterly basis. The preferred shares have a liquidation preference of $4.25 million over the common shareholders. No additional consideration was provided to WAVI for entering into this agreement. The exchange resulted in no gain or loss on the principal balancetransaction.
On May 17, 2018 we redeemed 25%, or 1,063 shares of Series A Redeemable Preferred stock outstanding from time to time, (c) is evidenced by a secured convertible multi-draw term loan, which was due and payable, together with accrued interest thereon, the earlier of (i) January 11, 2010, or (ii) a certain events of default, and (d) is secured by all of our assets.
Section 16(a) of the Exchange Act requires our directors, certain officers and holders of 10% or more of any class of our stock to report to the SEC, by a specified date, initial reports of ownership and reports of changes in ownership of our stock and other equity securities. Based solely on a review of the copies of these reports furnished to the Company and written representation from the reporting persons, the Company believes that during the 20152018 fiscal year Thomas Girschweiler and Taurus4757 GmbH filed one Form 4there were no late relating to one transaction.Section 16(a) filings.
Principal Accountant Fees and Services
Audit and Audit-Related Fees
Fees for audit and audit-related services by Peterson Sullivan, the Company’sour independent registered public accounting firm, for the years ended December 31, 20152018 and 2014.
2015 | 2014 | |||||||
Audit fees(1) | $ | 75,000 | $ | 71,500 | ||||
Audit-related fees(2) | 1,200 | 20,287 | ||||||
Tax fees(3) | - | - | ||||||
All Other fees(4) | - | - | ||||||
| Total | $ | 76,200 | $ | 91,787 | ||||
2018 | 2017 | |||||||
Audit fees(1) | $ | 177,000 | $ | 80,000 | ||||
Audit related fees(2) | 6,350 | 4,418 | ||||||
Tax fees(3) | –– | –– | ||||||
All other fees(4) | –– | –– | ||||||
Total | $ | 183,350 | $ | 84,418 | ||||
(1) | ||||||||
Audit fees consist of professional services rendered by Peterson Sullivan for the audit of our annual financial statements, audit of our internal controls over financial reporting under Section 404 of the Sarbanes-Oxley Act, and review of financial statements included in our Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagement for those fiscal years. | ||||||||
(2) | Audit-related fees consist of assurance and related services reasonably related to the performance of the audit or review of our financial statements that are not reported under the heading Audit fees above. In the years ended December 31, | |||||||
(3) | There were no fees paid to Peterson Sullivan that would be considered “Tax fees” in | |||||||
(4) | There were no fees paid to Peterson Sullivan that would be considered “All Other fees” in | |||||||
Audit Committee Pre-Approval Policies and Procedures
It is the policy of our Audit Committee to pre-approve all audit and permissible non-audit services to be performed by Peterson Sullivan, our independent registered public accounting firm. All audit fees and audit-related fees provided by Peterson Sullivan during 20152018 and 20142017 were pre-approved by the Audit Committee.
Attendance at Annual Meeting
Representatives from Peterson Sullivan are expected to be presentonline at the annual meeting,Annual Meeting, and will have the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions.
The Audit Committee has reviewed and discussed the audited financial statements with management. The Audit Committee has discussed with the independent auditors their independence from the Company and its management, including the matters in the written disclosures required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees, and considered the compatibility of non-audit services with the auditors’ independence. In addition, the Audit Committee discussed the matters required to be discussed by the Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 16, as amended. The Audit Committee also has received the written disclosures and the letter from the independent accountant required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with the independent accountant the accountant’s independence. Based on the review and discussions referred to above, the Audit Committee recommended to the Company’s Board of Directors that the audited financial statements be included in the Company’s annual report on Form 10-K for the year ended December 31, 2015.
Respectfully submitted, | |||
AUDIT COMMITTEE | |||
Joseph Schick, Chairman | |||
Raymond Cohen | |||
Andy Hinson |
Overview
Our Bylaws provide that the size of our Board is to be determined from time to time by resolution of the Board but shall consist of at least three members. Our Board presently consists of sixfive members. Each of our current directors has been nominated for reelection.
Nominees
Upon the recommendation of our Nominating and Governance Committee, and after due consideration of the qualifications of each of the nominees as described above, the Board has nominated the following individuals to serve until his successor is duly elected and qualified, unless he resigns, is removed or otherwise is disqualified from serving as a director of the Company:
Michael Rice
Raymond Cohen
Thomas Girschweiler
Andrew Hinson
Joseph Schick
We have been advised by each of the director nominees that he is willing to be named as a nominee and each is willing to begin or continue to serve as a director if elected. If some unexpected occurrence should make necessary, in the discretion of the Board, the substitution of some other person for the nominees, it is the intention of the persons named in the proxy to vote for the election of such other persons as may be designated by the Board.
Vote Required
A plurality of the shares present in person online or represented by proxy at the meeting and entitled to vote on the election of directors will be required to elect Board nominees. The sixfive nominees receiving the highest number of affirmative votes cast at the Annual Meeting will be the elected as our directors. Proxies cannot be voted for a greater number of persons than the number of nominees named.
Recommendation
The Board recommends that stockholders vote FOR the election of each of the above-listed nominees.
Unless marked otherwise, proxies received will be voted FOR the election of each of these director nominees.
In accordance with Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and Section 14A of the Exchange Act, the following proposal, commonly known as a “Say on Pay” proposal, enables our stockholders to vote to approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with applicable SEC rules.
Our goal for our executive compensation program is to attract, motivate and retain a talented team of executives who will provide leadership for our success, and thereby increase stockholder value. We believe that our executive compensation program satisfies this goal and is strongly aligned with the long-term interests of our stockholders. We urge stockholders to read the section titled “Executive Compensation” elsewhere in this proxy statement for additional details about our executive compensation programs, including information about the compensation of our named executive officers in 2015.
We are asking our stockholders to indicate their support for our named executive officer compensation as described in this proxy statement. This “say-on-pay” proposal gives our stockholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers described in this proxy statement. Accordingly, we will ask our stockholders to vote FOR the following resolution at the Annual Meeting:
“RESOLVED, that the stockholders of BioLife Solutions, Inc. approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the BioLife Solutions proxy statement for the 20162019 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the SEC.”
This say-on-pay vote is advisory, and therefore, is not binding on us, our Compensation Committee or our Board. Our Board and our Compensation Committee value the opinions of our stockholders, and to the extent therethat this resolution is any significant vote againstnot approved by a majority of the named executive officer compensation as disclosed in this proxy statement,votes properly cast, we may review and consider the results of this advisory vote in future compensation deliberations.
Vote Required
The approval, on an advisory basis, of the stockholders by a majority of the votes properly cast at the meeting is being sought to approve the compensation of our named executive officers as disclosed in this proxy statement.
Recommendation
Our Board recommends that stockholders vote FOR the approval on an advisory basis of the compensation of our named executive officers as disclosed in this proxy statement.
PROPOSAL NO. 3 – CONDUCTING FUTURE STOCKHOLDER ADVISORY VOTES ON THE COMPENSATION OF NAMES EXECUTIVE OFFICERS
Under the Dodd-Frank Act, public companies are generally required to include in their proxy solicitations at least once every six years an advisory vote on whether an advisory vote on named executive officer compensation (such as the say-on-pay proposal that is included in this proxy statement) should occur every one, two or three years. It is management’s belief, and the recommendation of our Board, that this non-binding advisory vote should occur every three years.
We believe we have effective executive compensation practices. Our Board believes that providing our stockholders with an advisory vote on named executive officer compensation every three years will encourage a long-term approach to evaluating our executive compensation policies and practices. In contrast, focusing on executive compensation over an annual or biennial period would focus on short-term results rather than long-term value creation, which is inconsistent with our compensation philosophy, and could be detrimental to us, our employees and our financial results.
Moreover, our Board does not believe that a short review cycle will allow for a meaningful evaluation of our performance against our compensation practices, as any adjustment in pay practices would take time to implement and to be reflected in our financial performance and in the price of our Common Stock. As a result, an advisory vote on executive compensation more frequently than every three years would not, in our judgment, allow stockholders to compare executive compensation to our performance.
Lastly, we believe that conducting an advisory vote on executive compensation every three years would allow us adequate time to compile meaningful input from stockholders on our pay practices and respond appropriately. This would be more difficult to do on an annual or biennial basis, and we believe that both we and our stockholders would benefit from having more time for a thoughtful and constructive analysis and review of our compensation policies.
For the above reasons, our Board recommends that stockholders approve holding an advisory vote on named executive officer compensation every three years.
You may cast your vote on your preferred voting frequency by choosing the option of one year, two years or three years, or you may abstain from voting when you vote in response to the resolution set forth below.
“RESOLVED, that the option of once every year, two years, or three years, that receives the highest number of votes cast for this resolution will be voted FORdetermined to be the approvalstockholders’ preferred frequency with which BioLife Solutions, Inc. is to hold a stockholder advisory vote regarding the executive compensation of its named executive officers, as disclosed pursuant to the SEC’s compensation disclosure rules.”
The option of one year, two years or three years that receives the highest number of votes cast by stockholders will be the frequency for the advisory vote on the compensation of our named executive officers as disclosedthat has been selected by stockholders. However, because the vote on this Proposal is only advisory in this proxy statement.nature and is not binding on us or our Board, our Board will review and consider the results of the vote, but may decide that it is in our best interests and the best interests of our stockholders to hold an advisory vote on the compensation of our named executive officers more or less frequently than the option approved by our stockholders.
Overview
The Audit Committee has engaged the independent registered public accounting firm of Peterson Sullivan LLP as our independent registered public accounting firm to audit our financial statements for the year ending December 31, 2016.2019. Peterson Sullivan LLP audited our financial statements for the years ended December 31, 20152018 and December 31, 2014.2017. Please refer to “Principal Accountants” section of this proxy statement above for information about fees and services paid to Peterson Sullivan LLP in 20152018 and 2014,2017, and our Audit Committee’s pre-approval policies. Stockholder ratification of such selection is not required by our Bylaws or other applicable legal requirement.laws. However, our Board is submitting the selection of Peterson Sullivan LLP to stockholders for ratification as a matter of good corporate practice. In the event that stockholders fail to ratify the selection, our Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, our Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if our Audit Committee believes that such a change would be in our and our stockholders’ best interests.
Representatives of Peterson Sullivan LLP are expected to be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.
Vote Sought
The proposal to ratify the appointment of Peterson Sullivan LLP as our independent registered public accounting firm to audit our financial statements for the year ending December 31, 20152019 will be approved if approved by a majority of the votes properly cast on this proposal.
Recommendation
The Board recommends that stockholders vote “FOR” the proposal to ratify the appointment of Peterson Sullivan LLP as our independent registered public accounting firm to audit our financial statements for the year ending December 31, 2016.
Unless marked otherwise, proxies received will be voted FOR Proposal No. 3.
We know of no other matters to be submitted to the stockholders at the Annual Meeting. If any other matters properly come before the stockholders at the Annual Meeting, the persons named on the enclosed proxy card intend to vote the shares they represent as the Board may recommend.
On February 25, 2016,March 15, 2019, we filed our annual report on Form 10-K for the year ended December 31, 2015.2018. We have sent to our stockholders the Notice of Internet Availability of Proxy Materials containing instructions on how to access via the Internet our 2019 proxy statement and annual report on Form 10-K for the year ended December 31, 2018. Stockholders who received a paper copy of our 2019 proxy statement were also sent a copy of our annual report on Form 10-K for 2015 along with the 2016 proxy statement.year ended December 31, 2018. Stockholders who wish to obtain additional copies of our annual report on Form 10-K may do so without charge by contacting us through one of the following methods:
Email: | proxy@biolifesolutions.com |
Telephone: | (425) 402-1400 |
Facsimile: | (425) 402-1433 |
Mail: | Corporate Secretary, BioLife Solutions, Inc. |
3303 Monte Villa Parkway, Suite 310 |
Bothell, Washington 98021 |
Stockholders may present proposals for action at a future meeting if they comply with SEC rules, state law and our Bylaws.
Pursuant to Rule 14a-8 under the Exchange Act, some stockholder proposals may be eligible for inclusion in the proxy statement for our 20172020 Annual Meeting of Stockholders (the “2017“2020 Annual Meeting”). These stockholder proposals, along with proof of ownership of our stock in accordance with Rule 14a-8(b)(2), must be received by us not later than December 5, 2016,January 1, 2020, which is 120 calendar days prior to the anniversary date of the mailing of this proxy statement. Stockholders are advised to review the discussion above under the heading “Board of Directors – Nominating and Governance Committee” for additional information on the process to nominate directors to the Board, which discussion is incorporated by reference.
The proxies to be solicited by us through our Board for our 20172020 Annual Meeting will confer discretionary authority on the proxy holders to vote on any stockholder proposal presented at that meeting, unless we receive notice of such stockholder’s proposal not later than February 18, 2017,March 16, 2020, which is 45 calendar days prior to the anniversary date of the mailing of this proxy statement.
Nominations of persons for election to our Board may be made by or at the direction of the Board or by any stockholder entitled to vote for the election of directors at the meeting that complies with Section 3.3 of our Bylaws. Pursuant to Section 3.3 of our Bylaws, a stockholder wishing to nominate a candidate for election to the Board at the 20172020 Annual Meeting is required to give written notice addressed to our Corporate Secretary of his or her intention to make such a nomination. The notice of nomination must be received by the Corporate Secretary not less than 45 days nor earlier than 90 days prior to the date of the 20172020 Annual Meeting in order to be considered for nomination; provided, however, that in the event that less than 55 days’ notice or prior public disclosure of the date of the 20172020 Annual Meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the 10th day following the date on which such notice of the date of 20172020 Annual Meeting is mailed or such public disclosure is made. The notice of nomination must include the nominee’s name, age, business address, residence address, principal occupation or employment, and any other information required by Section 3.3 of our Bylaws or by applicable laws or regulations.
Stockholder proposals and director nominations must be in writing and should be addressed to c/o BioLife Solutions, Inc., Attention: Corporate Secretary, 3303 Monte Villa Parkway, Suite 310, Bothell, Washington 98021. It is recommended that stockholders submitting proposals or nominations direct them to our Corporate Secretary and utilize certified mail, return receipt requested in order to provide proof of timely receipt. The Chairman of the Annual Meeting reserves the right to reject, rule out of order or take other appropriate action with respect to any proposal or nomination that does not comply with these and other applicable requirements, including conditions set forth in our Bylaws and conditions established by the SEC.
We have not been notified by any stockholder of his or her intent to present a stockholder proposal from the floor at this year’s Annual Meeting. The enclosed proxy grants the proxy holders discretionary authority to vote on any matter properly brought before this year’s Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS | |||
/s/ Michael Rice | |||
Michael Rice | |||
President and Chief Executive Officer | |||
April 30, 2019 | |||
Bothell, Washington |
