Cerus Corporation (CERS)
NASDAQ: CERS · Real-Time Price · USD
2.500
-0.050 (-1.96%)
Sep 15, 2026, 4:00 PM EDT - Market closed
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AGM 2026

Jun 2, 2026

Summary

The meeting confirmed a quorum, introduced leadership changes, and presented four proposals, all of which were approved by shareholders. No questions were submitted, and voting results will be reported on Form 8-K within four business days.

William M. Greenman
President and CEO, Cerus

Good morning. My name is Obi Greenman, President and Chief Executive Officer of Cerus Corporation. I'm very happy to welcome you to the Cerus Corporation 2026 Annual Stockholders Meeting. The meeting will now officially come to order. The polls are now open for voting on all matters to be presented. As you know, we are hosting today's meeting through a virtual online platform hosted by Broadridge. Before we proceed with the formal business of the meeting, I'd like to introduce to you the members of the board and the Cerus leadership team who are with us here virtually today. The members of the board attending this meeting are Ann Lucena, Frank Witney, Dean A. Gregory, Hua Shan, and Jami Nachtsheim.

In addition to the board, we have Kevin Green, our Chief Financial Officer, Chrystal Jensen, our Chief Legal Officer, General Counsel, and Secretary, Dr. Richard Benjamin, our Chief Medical Officer, and Vivek Jayaraman, who currently serves as our Chief Operating Officer and will succeed me as President and Chief Executive Officer on July 1st. I would also like to introduce Jeff Skaar and Aussa Azaria of Ernst & Young LLP, the company's independent registered public accounting firm, who are also in attendance and available to respond to appropriate questions. With that, I want to thank all of our stockholders for your continued support of Cerus and our mission. We will now proceed through the agenda in order as outlined in the notice of annual meeting and proxy statement. We will first present the four proposals submitted for approval by our board.

We will take questions related to the proposals or any questions for the auditors after all the proposals have been presented. Following questions, we will announce the preliminary results of the voting. As I mentioned earlier, the polls are open for voting on all matters to be presented. After I describe each item to be voted on, we will close the polls. Once the polls close, we won't be able to accept any additional votes or changes to previously submitted votes. If you have already submitted your vote by proxy and do not wish to change your vote, you do not need to vote now, and your shares will be voted as previously instructed. If you haven't yet voted and would like to do so, please submit your vote online now. The rules of conduct for this meeting are posted on the bottom right-hand side of your screen.

In order to conduct an orderly meeting, we ask that you follow these rules. Stockholders who are attending this meeting with a valid 16-digit control number may submit questions or comments for the Q&A portion of this meeting through the text box located on the virtual meeting screen. We will try to answer timely submitted questions that are germane to the proposals as time permits. Chrystal and Tim Lee, our Head of Investor Relations, will help facilitate the Q&A portion of the meeting by reviewing questions submitted by stockholders and reading appropriate questions aloud. Please submit your questions now to make sure they are received in a timely fashion for our review and response. Please note that our discussion today may include forward-looking statements and our actual results may differ materially from those discussed here.

Additional information about factors that could cause actual results to differ materially can be found in our most recent filed quarterly report on Form 10-Q. Chrystal will act as the Secretary of this meeting. Will the Secretary please report at this time with respect to the mailing of the notice of the meeting?

Chrystal Jensen
Chief Legal Officer, General Counsel, and Secretary, Cerus

I have an affidavit certifying that notice of this annual meeting of stockholders of the company was duly given to all stockholders of record at the close of business on April 10th, 2026. A copy of the notice and affidavit will be filed with the records of the meeting.

William M. Greenman
President and CEO, Cerus

I would also like to introduce Kristina Veaco of the Veaco Group. Ms. Veaco has been appointed to act as the Inspector of Election at this meeting and has taken and subscribed to the customary oath of office to execute her duties with strict impartiality. We will also file this oath with the records of the meeting. Chrystal, do we have a quorum?

Chrystal Jensen
Chief Legal Officer, General Counsel, and Secretary, Cerus

I have been informed by the Inspector of Election that proxies have been received for a number of shares of common stock outstanding on the record date, representing a majority of the voting power of the outstanding shares of stock entitled to vote at this meeting. This constitutes a quorum for the meeting today, and we may now proceed with the business of the meeting.

William M. Greenman
President and CEO, Cerus

We will now proceed with the formal business of this meeting. After all the proposals have been described, we will answer any questions related to the proposals submitted online. As a reminder, we ask that any comments or questions pertain only to these proposals. Please submit any questions as soon as possible for our review. There are four proposals to be considered by stockholders at this meeting. The first item of business is the election of two nominees for director named in the accompanying proxy statement to hold office until the 2029 annual meeting of stockholders. The nominees for directors are William M. Greenman and Ann Lucena. The second item of business today is the approval of an amendment and restatement of the company's 2024 Equity Incentive Plan to, among other things, increase the aggregate number of shares of common stock authorized for issuance thereunder by 10 million shares.

The third item of business today is the approval on an advisory basis of the compensation of the company's named executive officers as disclosed in the proxy statement. The stockholders have been asked to vote on an advisory basis on the following resolution: Resolved that the compensation paid to Cerus Corporation's named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the compensation discussion and analysis, compensation tables, and narrative discussion, is hereby approved. The fourth item of business today is the ratification of the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as the independent registered public accounting firm of the company for the fiscal year ending December 31st, 2026. That concludes the proposals to be voted on at today's meeting.

We will now review if there are any questions submitted about the proposals or addressed to the auditors before we close the polls. As a reminder, we will only review and answer questions that pertain to the proposals. Chrystal and Tim, are there any questions?

Tim Lee
Head of Investor Relations, Cerus

There are no questions.

William M. Greenman
President and CEO, Cerus

OB?

Tim Lee
Head of Investor Relations, Cerus

I can confirm the question portal is now closed.

William M. Greenman
President and CEO, Cerus

Time is now 9:07 A.M., and the polls are now closed for voting. May we have the results of the voting?

Chrystal Jensen
Chief Legal Officer, General Counsel, and Secretary, Cerus

The report of the Inspector of Election covering the proposals presented at this meeting is as follows. William M. Greenman and Ann Lucena have been been elected as directors of the company. The amendment and restatement of the company's 2024 Equity Incentive Plan is approved. The resolution concerning the advisory vote on the compensation of the company's named executive officers is approved. The selection of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026 is ratified.

William M. Greenman
President and CEO, Cerus

We expect to report our preliminary voting results, or if available to us on a timely basis, our final voting results on a current report on Form 8-K to be filed with the SEC within four business days after the end of this meeting. If not earlier reported, we expect to report our final voting results in an amendment to our Form 8-K within four business days after the final results are known to us. This concludes today's meeting. Thank you for your attendance at today's meeting and for your continued support of Cerus.

Operator

The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.