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VERICEL CORP. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and VERICEL CORP.’s Form 8-K, filed May 3, 2024 (Item 5.07 on EDGAR). Page generated October 18, 2026.

11Reported items
295Asset managers
3,826Fund votes
May 1, 2024Meeting date

Results at a glance

Meeting of May 1, 2024: 10 items on VERICEL CORP.’s Form 8-K, filed May 3, 2024: 10 without a stated outcome.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore VERICEL CORP. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by VERICEL CORP.

These tallies are VERICEL CORP.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 3, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

VERICEL CORP. — official shareholder meeting results, meeting held May 1, 2024
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Robert Zerbe	41,278,370	--	--	2,004,339	2,202,810	95%	Not verified	—
Elect Director: Alan Rubino	41,205,989	--	--	2,076,720	2,202,810	95%	Not verified	—
Elect Director: Heidi Hagen	35,218,337	--	--	8,064,372	2,202,810	81%	Not verified	—
Elect Director: Steven Gilman	42,205,350	--	--	1,077,359	2,202,810	98%	Not verified	—
Elect Director: Kevin McLaughlin	42,263,852	--	--	1,018,857	2,202,810	98%	Not verified	—
Elect Director: Paul Wotton	40,144,951	--	--	3,137,758	2,202,810	93%	Not verified	—
Elect Director: Lisa Wright	40,724,522	--	--	2,558,187	2,202,810	94%	Not verified	—
Elect Director: Dominick Colangelo	42,041,793	--	--	1,240,916	2,202,810	97%	Not verified	—
The Company's shareholders approved, on a non-binding advisory basis, Proposal 2 concerning the compensation of the Company's named executive officers.	41,241,020	2,005,128	36,561	--	2,202,810	95%	Not verified	—
The Company's shareholders voted, on an advisory basis, that future advisory votes on executive compensation should be submitted to the stockholders every year.	43,592,984	1,867,944	24,591	--	--	96%	Not verified	—

Source: VERICEL CORP., Form 8-K, filed with the SEC on May 3, 2024 — read the filing on EDGAR.

How asset managers voted at the VERICEL CORP. 2023-2024 meeting

Each item below shows how the 295 asset managers that disclosed a VERICEL CORP. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of VERICEL CORP.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Elect Director: Alan Rubino

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 41,205,989WITHHELD: 2,076,720

Details: description as filed, official tally, votes by 88 asset managers

Description as filed by funds: Election of Directors: Alan L. Rubino

VERICEL CORP.’s own tally for this item (“Elect Director: Alan Rubino”): 41,205,989 for, 2,076,720 withheld, per its Form 8-K filed May 3, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 95% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 88 asset managers below reported 25,088,687 for, 55,538 withheld, 34,779 not voted.

FOR

FOR: 25,088,687WITHHOLD: 55,538NOT VOTED: 34,779

Largest asset managers voting on “Election of Directors: Alan L. Rubino” at VERICEL CORP., 2023-2024
Asset manager	For	Withheld	Vote
BlackRock	5,481,922	0	For
Vanguard	3,275,036	0	For
Fidelity	2,809,226	0	For
Brown Capital Management Mutual Funds	2,214,678	0	For
CONESTOGA FUNDS	1,617,309	0	For
State Street	1,589,278	450	For
Waddell & Reed	655,928	0	For
Loomis Sayles	644,126	0	For
TIAA	605,790	0	For
Dimensional	564,092	0	For
Columbia Threadneedle	551,831	0	For
Thrivent	455,006	0	For
PROFESSIONALLY MANAGED PORTFOLIOS	425,000	0	For
Charles Schwab	401,727	0	For
Nationwide	382,566	0	For
WILLIAM BLAIR FUNDS	265,380	0	For
Allspring	252,362	0	For
Jackson National	219,068	0	For
Bridge Builder Trust	212,579	0	For
Invesco	205,437	0	For
Brighthouse	147,127	7,751	Mixed
MoA Funds Corp	135,515	0	For
CARILLON SERIES TRUST	132,443	0	For
Equitable	126,041	0	For
AMG FUNDS	124,067	0	For

Showing the 25 largest of 88 asset managers. See all 88 in the interactive database.

2. Elect Director: Dominick Colangelo

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 42,041,793WITHHELD: 1,240,916

Details: description as filed, official tally, votes by 88 asset managers

Description as filed by funds: Election of Directors: Dominick C. Colangelo

VERICEL CORP.’s own tally for this item (“Elect Director: Dominick Colangelo”): 42,041,793 for, 1,240,916 withheld, per its Form 8-K filed May 3, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 97% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 88 asset managers below reported 25,129,225 for, 15,000 withheld, 34,779 not voted.

FOR

FOR: 25,129,225WITHHOLD: 15,000NOT VOTED: 34,779

Largest asset managers voting on “Election of Directors: Dominick C. Colangelo” at VERICEL CORP., 2023-2024
Asset manager	For	Withheld	Vote
BlackRock	5,481,922	0	For
Vanguard	3,275,036	0	For
Fidelity	2,809,226	0	For
Brown Capital Management Mutual Funds	2,214,678	0	For
CONESTOGA FUNDS	1,617,309	0	For
State Street	1,589,439	289	For
Waddell & Reed	655,928	0	For
Loomis Sayles	644,126	0	For
TIAA	605,790	0	For
Dimensional	564,092	0	For
Columbia Threadneedle	551,831	0	For
Thrivent	455,006	0	For
PROFESSIONALLY MANAGED PORTFOLIOS	425,000	0	For
Charles Schwab	401,727	0	For
Nationwide	382,566	0	For
WILLIAM BLAIR FUNDS	265,380	0	For
Allspring	252,362	0	For
Jackson National	219,068	0	For
Bridge Builder Trust	212,579	0	For
Invesco	205,437	0	For
Brighthouse	147,127	7,751	Mixed
MoA Funds Corp	135,515	0	For
CARILLON SERIES TRUST	132,443	0	For
Equitable	126,041	0	For
AMG FUNDS	124,067	0	For

Showing the 25 largest of 88 asset managers. See all 88 in the interactive database.

3. Elect Director: Heidi Hagen

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

81% Majority: yes · of votes cast

FOR 81%WITHHELD

FOR: 35,218,337WITHHELD: 8,064,372

Details: description as filed, official tally, votes by 88 asset managers

Description as filed by funds: Election of Directors: Heidi Hagen

VERICEL CORP.’s own tally for this item (“Elect Director: Heidi Hagen”): 35,218,337 for, 8,064,372 withheld, per its Form 8-K filed May 3, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 81% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 88 asset managers below reported 21,209,072 for, 3,277,482 withheld, 657,671 abstained, 34,779 not voted.

FOR

FOR: 21,209,072ABSTAIN: 657,671WITHHOLD: 3,277,482NOT VOTED: 34,779

Largest asset managers voting on “Election of Directors: Heidi Hagen” at VERICEL CORP., 2023-2024
Asset manager	For	Abstain	Withheld	Vote
BlackRock	5,481,922	0	0	For
Vanguard	3,275,036	0	0	For
Fidelity	2,809,226	0	0	For
Brown Capital Management Mutual Funds	2,214,678	0	0	For
CONESTOGA FUNDS	1,617,309	0	0	For
State Street	3,013	0	1,586,715	Withhold
Waddell & Reed	0	0	655,928	Withhold
Loomis Sayles	0	644,126	0	Abstain
TIAA	605,790	0	0	For
Dimensional	564,092	0	0	For
Columbia Threadneedle	0	0	551,831	Withhold
Thrivent	455,006	0	0	For
PROFESSIONALLY MANAGED PORTFOLIOS	425,000	0	0	For
Charles Schwab	401,727	0	0	For
Nationwide	382,566	0	0	For
WILLIAM BLAIR FUNDS	265,380	0	0	For
Allspring	252,362	0	0	For
Jackson National	219,068	0	0	For
Bridge Builder Trust	212,579	0	0	For
Invesco	205,437	0	0	For
Brighthouse	16,746	0	138,132	Mixed
MoA Funds Corp	135,515	0	0	For
CARILLON SERIES TRUST	132,443	0	0	For
Equitable	126,041	0	0	For
AMG FUNDS	124,067	0	0	For

Showing the 25 largest of 88 asset managers. See all 88 in the interactive database.

4. Elect Director: Kevin McLaughlin

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 42,263,852WITHHELD: 1,018,857

Details: description as filed, official tally, votes by 88 asset managers

Description as filed by funds: Election of Directors: Kevin F. McLaughlin

VERICEL CORP.’s own tally for this item (“Elect Director: Kevin McLaughlin”): 42,263,852 for, 1,018,857 withheld, per its Form 8-K filed May 3, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 88 asset managers below reported 25,129,269 for, 14,956 withheld, 34,779 not voted.

FOR

FOR: 25,129,269WITHHOLD: 14,956NOT VOTED: 34,779

Largest asset managers voting on “Election of Directors: Kevin F. McLaughlin” at VERICEL CORP., 2023-2024
Asset manager	For	Withheld	Vote
BlackRock	5,481,922	0	For
Vanguard	3,275,036	0	For
Fidelity	2,809,226	0	For
Brown Capital Management Mutual Funds	2,214,678	0	For
CONESTOGA FUNDS	1,617,309	0	For
State Street	1,589,483	245	For
Waddell & Reed	655,928	0	For
Loomis Sayles	644,126	0	For
TIAA	605,790	0	For
Dimensional	564,092	0	For
Columbia Threadneedle	551,831	0	For
Thrivent	455,006	0	For
PROFESSIONALLY MANAGED PORTFOLIOS	425,000	0	For
Charles Schwab	401,727	0	For
Nationwide	382,566	0	For
WILLIAM BLAIR FUNDS	265,380	0	For
Allspring	252,362	0	For
Jackson National	219,068	0	For
Bridge Builder Trust	212,579	0	For
Invesco	205,437	0	For
Brighthouse	147,127	7,751	Mixed
MoA Funds Corp	135,515	0	For
CARILLON SERIES TRUST	132,443	0	For
Equitable	126,041	0	For
AMG FUNDS	124,067	0	For

Showing the 25 largest of 88 asset managers. See all 88 in the interactive database.

5. Elect Director: Lisa Wright

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%

FOR: 40,724,522WITHHELD: 2,558,187

Details: description as filed, official tally, votes by 88 asset managers

Description as filed by funds: Election of Directors: Lisa Wright

VERICEL CORP.’s own tally for this item (“Elect Director: Lisa Wright”): 40,724,522 for, 2,558,187 withheld, per its Form 8-K filed May 3, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 94% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 88 asset managers below reported 24,345,199 for, 154,900 withheld, 644,126 abstained, 34,779 not voted.

FOR

FOR: 24,345,199ABSTAIN: 644,126WITHHOLD: 154,900NOT VOTED: 34,779

Largest asset managers voting on “Election of Directors: Lisa Wright” at VERICEL CORP., 2023-2024
Asset manager	For	Abstain	Withheld	Vote
BlackRock	5,481,922	0	0	For
Vanguard	3,275,036	0	0	For
Fidelity	2,809,226	0	0	For
Brown Capital Management Mutual Funds	2,214,678	0	0	For
CONESTOGA FUNDS	1,617,309	0	0	For
State Street	1,589,279	0	449	For
Waddell & Reed	655,928	0	0	For
Loomis Sayles	0	644,126	0	Abstain
TIAA	605,790	0	0	For
Dimensional	564,092	0	0	For
Columbia Threadneedle	551,831	0	0	For
Thrivent	455,006	0	0	For
PROFESSIONALLY MANAGED PORTFOLIOS	425,000	0	0	For
Charles Schwab	401,727	0	0	For
Nationwide	382,566	0	0	For
WILLIAM BLAIR FUNDS	265,380	0	0	For
Allspring	252,362	0	0	For
Jackson National	219,068	0	0	For
Bridge Builder Trust	212,579	0	0	For
Invesco	205,437	0	0	For
Brighthouse	16,746	0	138,132	Mixed
MoA Funds Corp	135,515	0	0	For
CARILLON SERIES TRUST	132,443	0	0	For
Equitable	126,041	0	0	For
AMG FUNDS	124,067	0	0	For

Showing the 25 largest of 88 asset managers. See all 88 in the interactive database.

6. Elect Director: Paul Wotton

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%

FOR: 40,144,951WITHHELD: 3,137,758

Details: description as filed, official tally, votes by 88 asset managers

Description as filed by funds: Election of Directors: Paul K. Wotton

VERICEL CORP.’s own tally for this item (“Elect Director: Paul Wotton”): 40,144,951 for, 3,137,758 withheld, per its Form 8-K filed May 3, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 93% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 88 asset managers below reported 24,345,199 for, 154,900 withheld, 644,126 abstained, 34,779 not voted.

FOR

FOR: 24,345,199ABSTAIN: 644,126WITHHOLD: 154,900NOT VOTED: 34,779

Largest asset managers voting on “Election of Directors: Paul K. Wotton” at VERICEL CORP., 2023-2024
Asset manager	For	Abstain	Withheld	Vote
BlackRock	5,481,922	0	0	For
Vanguard	3,275,036	0	0	For
Fidelity	2,809,226	0	0	For
Brown Capital Management Mutual Funds	2,214,678	0	0	For
CONESTOGA FUNDS	1,617,309	0	0	For
State Street	1,589,279	0	449	For
Waddell & Reed	655,928	0	0	For
Loomis Sayles	0	644,126	0	Abstain
TIAA	605,790	0	0	For
Dimensional	564,092	0	0	For
Columbia Threadneedle	551,831	0	0	For
Thrivent	455,006	0	0	For
PROFESSIONALLY MANAGED PORTFOLIOS	425,000	0	0	For
Charles Schwab	401,727	0	0	For
Nationwide	382,566	0	0	For
WILLIAM BLAIR FUNDS	265,380	0	0	For
Allspring	252,362	0	0	For
Jackson National	219,068	0	0	For
Bridge Builder Trust	212,579	0	0	For
Invesco	205,437	0	0	For
Brighthouse	16,746	0	138,132	Mixed
MoA Funds Corp	135,515	0	0	For
CARILLON SERIES TRUST	132,443	0	0	For
Equitable	126,041	0	0	For
AMG FUNDS	124,067	0	0	For

Showing the 25 largest of 88 asset managers. See all 88 in the interactive database.

7. Elect Director: Robert Zerbe

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 41,278,370WITHHELD: 2,004,339

Details: description as filed, official tally, votes by 88 asset managers

Description as filed by funds: Election of Directors: Robert L. Zerbe

VERICEL CORP.’s own tally for this item (“Elect Director: Robert Zerbe”): 41,278,370 for, 2,004,339 withheld, per its Form 8-K filed May 3, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

The 88 asset managers below reported 25,090,124 for, 54,101 withheld, 34,779 not voted.

FOR

FOR: 25,090,124WITHHOLD: 54,101NOT VOTED: 34,779

Largest asset managers voting on “Election of Directors: Robert L. Zerbe” at VERICEL CORP., 2023-2024
Asset manager	For	Withheld	Vote
BlackRock	5,481,922	0	For
Vanguard	3,275,036	0	For
Fidelity	2,809,226	0	For
Brown Capital Management Mutual Funds	2,214,678	0	For
CONESTOGA FUNDS	1,617,309	0	For
State Street	1,589,278	450	For
Waddell & Reed	655,928	0	For
Loomis Sayles	644,126	0	For
TIAA	605,790	0	For
Dimensional	564,092	0	For
Columbia Threadneedle	551,831	0	For
Thrivent	455,006	0	For
PROFESSIONALLY MANAGED PORTFOLIOS	425,000	0	For
Charles Schwab	401,727	0	For
Nationwide	382,566	0	For
WILLIAM BLAIR FUNDS	265,380	0	For
Allspring	252,362	0	For
Jackson National	219,068	0	For
Bridge Builder Trust	212,579	0	For
Invesco	205,437	0	For
Brighthouse	147,127	7,751	Mixed
MoA Funds Corp	135,515	0	For
CARILLON SERIES TRUST	132,443	0	For
Equitable	126,041	0	For
AMG FUNDS	124,067	0	For

Showing the 25 largest of 88 asset managers. See all 88 in the interactive database.

8. Elect Director: Steven Gilman

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 42,205,350WITHHELD: 1,077,359

Details: description as filed, official tally, votes by 88 asset managers

Description as filed by funds: Election of Directors: Steven C. Gilman

VERICEL CORP.’s own tally for this item (“Elect Director: Steven Gilman”): 42,205,350 for, 1,077,359 withheld, per its Form 8-K filed May 3, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

The 88 asset managers below reported 25,129,269 for, 14,956 withheld, 34,779 not voted.

FOR

FOR: 25,129,269WITHHOLD: 14,956NOT VOTED: 34,779

Largest asset managers voting on “Election of Directors: Steven C. Gilman” at VERICEL CORP., 2023-2024
Asset manager	For	Withheld	Vote
BlackRock	5,481,922	0	For
Vanguard	3,275,036	0	For
Fidelity	2,809,226	0	For
Brown Capital Management Mutual Funds	2,214,678	0	For
CONESTOGA FUNDS	1,617,309	0	For
State Street	1,589,483	245	For
Waddell & Reed	655,928	0	For
Loomis Sayles	644,126	0	For
TIAA	605,790	0	For
Dimensional	564,092	0	For
Columbia Threadneedle	551,831	0	For
Thrivent	455,006	0	For
PROFESSIONALLY MANAGED PORTFOLIOS	425,000	0	For
Charles Schwab	401,727	0	For
Nationwide	382,566	0	For
WILLIAM BLAIR FUNDS	265,380	0	For
Allspring	252,362	0	For
Jackson National	219,068	0	For
Bridge Builder Trust	212,579	0	For
Invesco	205,437	0	For
Brighthouse	147,127	7,751	Mixed
MoA Funds Corp	135,515	0	For
CARILLON SERIES TRUST	132,443	0	For
Equitable	126,041	0	For
AMG FUNDS	124,067	0	For

Showing the 25 largest of 88 asset managers. See all 88 in the interactive database.

9. The Company's shareholders approved, on a non-binding advisory basis, Proposal 2 concerning the compensation of the…

Outcome not verified Fund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Not verified

Combines 12 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 41,241,020AGAINST: 2,005,128

Details: description as filed, official tally, votes by 290 asset managers

Description as filed by funds: To approve, on an advisory basis, the compensation of Vericel Corporation's named executive officers.

VERICEL CORP.’s own tally for this item (“The Company's shareholders approved, on a non-binding advisory basis, Proposal 2 concerning the compensation of the Company's named executive officers.”): 41,241,020 for, 2,005,128 against, per its Form 8-K filed May 3, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports: 89 asset managers voting on “To approve, on an advisory basis, the compensation of Vericel Corporation's named executive officers.” at VERICEL CORP., 2023-2024
Asset manager	For	Abstain	Vote
BlackRock	5,481,922	0	For
Vanguard	3,275,036	0	For
Fidelity	2,809,226	0	For
Brown Capital Management Mutual Funds	2,214,678	0	For
CONESTOGA FUNDS	1,617,309	0	For
State Street	1,589,728	0	For
Waddell & Reed	655,928	0	For
Loomis Sayles	644,126	0	For
TIAA	605,790	0	For
Dimensional	564,092	0	For
Columbia Threadneedle	551,831	0	For
Thrivent	455,006	0	For
PROFESSIONALLY MANAGED PORTFOLIOS	425,000	0	For
Charles Schwab	401,727	0	For
Nationwide	382,566	0	For
WILLIAM BLAIR FUNDS	265,380	0	For
Allspring	252,362	0	For
Jackson National	219,068	0	For
Bridge Builder Trust	212,579	0	For
Invesco	205,437	0	For
Brighthouse	147,127	7,751	Mixed
MoA Funds Corp	135,515	0	For
CARILLON SERIES TRUST	132,443	0	For
Equitable	126,041	0	For
AMG FUNDS	124,067	0	For

Fund voting reports, all 89 managers: 25,149,044 for, 6,169 against, 7,751 abstained, 34,779 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 221 asset managers voting on “To approve, on an advisory basis, the compensation of Vericel Corporation's named executive officers.” at VERICEL CORP., 2023-2024
Asset manager	For	Against	Vote
BROWN CAPITAL MANAGEMENT LLC	2,942,921	0	For
State Street	2,516,924	0	For
Fidelity	1,826,090	0	For
BlackRock	1,680,821	881	For
NEW YORK STATE COMMON RETIREMENT FUND	1,061,361	0	For
GW&K Investment Management, LLC	1,056,160	0	For
GEODE CAPITAL MANAGEMENT, LLC	1,034,464	0	For
BNP Paribas Asset Management Holding S.A.	0	940,690	Against
CONGRESS ASSET MANAGEMENT CO /MA	717,376	23,464	For
Conestoga Capital Advisors, LLC	702,251	0	For
WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC	667,124	0	For
Nuveen	608,337	0	For
JPMorgan	529,213	0	For
Northern Trust	502,436	32	For
Thrivent	462,391	0	For
Charles Schwab	426,564	0	For
Victory Capital	405,546	0	For
NEXT CENTURY GROWTH INVESTORS LLC	394,705	0	For
PRINCIPAL GLOBAL INVESTORS	380,600	0	For
MELLON INVESTMENTS Corp	366,621	0	For
Federated Hermes	88,132	277,872	Mixed
Allspring	282,383	0	For
PNC BANK, NATIONAL ASSOCIATION	264,270	23	For
Invesco	225,685	0	For
EAGLE ASSET MANAGEMENT INC	161,196	0	For

Institutional-manager reports, all 221 managers: 22,990,292 for, 1,613,143 against, 977 abstained, 2,400 not voted, 64,557 1 year, 1,722 unknown. Showing the 25 largest; see all in the interactive database.

10. To approve, on an advisory basis, the frequency of future named executive officer compensation advisory votes.

No official match Fund totals may overlapSECTION 14A SAY-ON-PAY VOTES

Combines 3 wordings of this item as funds reported it.

100% Fund and manager reports combined; may count the same shares twice · no official result

1 YEAR

Details: votes by 277 asset managers

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports: 87 asset managers voting on “To approve, on an advisory basis, the frequency of future named executive officer compensation advisory votes.” at VERICEL CORP., 2023-2024
Asset manager	Abstain	Vote
BlackRock	0	--
Vanguard	0	--
Fidelity	0	--
Brown Capital Management Mutual Funds	0	--
CONESTOGA FUNDS	0	--
State Street	0	--
Waddell & Reed	0	--
Loomis Sayles	0	--
TIAA	0	--
Dimensional	0	--
Columbia Threadneedle	0	--
Thrivent	0	--
PROFESSIONALLY MANAGED PORTFOLIOS	0	--
Charles Schwab	0	--
Nationwide	0	--
WILLIAM BLAIR FUNDS	0	--
Allspring	0	--
Jackson National	0	--
Bridge Builder Trust	0	--
Invesco	0	--
Brighthouse	7,751	Abstain
MoA Funds Corp	0	--
CARILLON SERIES TRUST	0	--
Equitable	0	--
AMG FUNDS	0	--

Fund voting reports, all 87 managers: 7,751 abstained, 24,567,011 1 year, 578,664 3 year. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 209 asset managers voting on “To approve, on an advisory basis, the frequency of future named executive officer compensation advisory votes.” at VERICEL CORP., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
BROWN CAPITAL MANAGEMENT LLC	0	0	0	0	--
State Street	0	0	0	0	--
Fidelity	0	0	0	0	--
BlackRock	0	0	0	0	--
NEW YORK STATE COMMON RETIREMENT FUND	0	0	0	0	--
GW&K Investment Management, LLC	0	0	0	0	--
GEODE CAPITAL MANAGEMENT, LLC	0	0	0	0	--
BNP Paribas Asset Management Holding S.A.	0	0	0	0	--
CONGRESS ASSET MANAGEMENT CO /MA	0	0	0	0	--
Conestoga Capital Advisors, LLC	0	0	0	0	--
WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC	0	0	0	0	--
Nuveen	0	0	0	0	--
Northern Trust	0	0	0	0	--
Thrivent	0	0	0	0	--
Charles Schwab	0	0	0	0	Not Voted
Victory Capital	0	0	0	0	--
NEXT CENTURY GROWTH INVESTORS LLC	0	0	0	0	--
PRINCIPAL GLOBAL INVESTORS	0	0	0	0	--
MELLON INVESTMENTS Corp	0	0	0	0	--
Federated Hermes	0	0	0	0	--
Allspring	0	0	0	0	--
PNC BANK, NATIONAL ASSOCIATION	0	0	0	0	--
Invesco	0	0	0	0	--
EAGLE ASSET MANAGEMENT INC	0	0	0	0	--
FRONTIER CAPITAL MANAGEMENT CO LLC	0	0	0	0	--

Institutional-manager reports, all 209 managers: 76,065 for, 2,400 not voted, 23,812,736 1 year, 71,907 3 year, 1,814 unknown. Showing the 25 largest; see all in the interactive database.

11. To ratify the appointment of PricewaterhouseCoopers LLP as Vericel Corporation's independent registered public…

No official matchAUDIT-RELATED

Combines 6 wordings of this item as funds reported it.

99.7% of fund votes cast · no official result

FOR

Details: description as filed, votes by 90 asset managers

Description as filed by funds: To ratify the appointment of PricewaterhouseCoopers LLP as Vericel Corporation's independent registered public accounting firm for the fiscal year ending December 31, 2024.

The 90 asset managers below reported 25,095,577 for, 60,784 against, 7,751 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 25,095,577AGAINST: 60,784ABSTAIN: 7,751

Largest asset managers voting on “To ratify the appointment of PricewaterhouseCoopers LLP as Vericel Corporation's independent registered public” at VERICEL CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
BlackRock	5,481,922	0	0	For
Vanguard	3,275,036	0	0	For
Fidelity	2,809,226	0	0	For
Brown Capital Management Mutual Funds	2,214,678	0	0	For
CONESTOGA FUNDS	1,617,309	0	0	For
State Street	1,589,523	205	0	For
Waddell & Reed	655,928	0	0	For
Loomis Sayles	644,126	0	0	For
TIAA	605,790	0	0	For
Dimensional	564,092	0	0	For
Columbia Threadneedle	551,831	0	0	For
Thrivent	455,006	0	0	For
PROFESSIONALLY MANAGED PORTFOLIOS	425,000	0	0	For
Charles Schwab	401,727	0	0	For
Nationwide	382,566	0	0	For
WILLIAM BLAIR FUNDS	265,380	0	0	For
Allspring	252,362	0	0	For
Jackson National	219,068	0	0	For
Bridge Builder Trust	212,579	0	0	For
Invesco	205,437	0	0	For
Brighthouse	147,127	0	7,751	Mixed
MoA Funds Corp	135,515	0	0	For
CARILLON SERIES TRUST	132,443	0	0	For
Equitable	126,041	0	0	For
AMG FUNDS	124,067	0	0	For

Showing the 25 largest of 90 asset managers. See all 90 in the interactive database.

Largest VERICEL CORP. shareholders voting in 2023-2024

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 48,489,000 shares outstanding at the time of that meeting.

Fund voting reports: top VERICEL CORP. shareholders by shares voted on “To approve, on an advisory basis, the compensation of Vericel Corporation's named executive…”, 2023-2024
#	Asset manager	% of shares outstanding
1	BlackRock	11.31%
2	Vanguard	6.75%
3	Fidelity	5.79%
4	Brown Capital Management Mutual Funds	4.57%
5	CONESTOGA FUNDS	3.34%
6	State Street	3.28%
7	Waddell & Reed	1.35%
8	Loomis Sayles	1.33%
9	TIAA	1.25%
10	Dimensional	1.16%

Institutional-manager reports: top VERICEL CORP. shareholders by shares voted on “To approve, on an advisory basis, the compensation of Vericel Corporation's named executive…”, 2023-2024
#	Asset manager	% of shares outstanding
1	BROWN CAPITAL MANAGEMENT LLC	6.07%
2	State Street	5.19%
3	Fidelity	3.77%
4	BlackRock	3.47%
5	NEW YORK STATE COMMON RETIREMENT FUND	2.19%
6	GW&K Investment Management, LLC	2.18%
7	GEODE CAPITAL MANAGEMENT, LLC	2.13%
8	BNP Paribas Asset Management Holding S.A.	1.94%
9	CONGRESS ASSET MANAGEMENT CO /MA	1.53%
10	Conestoga Capital Advisors, LLC	1.45%

Reported VERICEL CORP. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

VERICEL CORP. holdings and ownership disclosed for the 2023-2024 proxy season
Holder	% outstanding	Disclosure
BlackRock	15.61%	13F
Brown Capital Management, LLC	14.06%	DEF14A
Vanguard Group	7.25%	13F
State Street	6.63%	13F
RTW Investments, LP	6.63%	DEF14A
Conestoga Capital Advisors, LLC	5.15%	DEF14A
FMR (Fidelity)	4.16%	13F
Dominick Colangelo	3.47%	DEF14A
Dimensional Fund Advisors	1.32%	13F
Morgan Stanley	1.14%	13F

Percentages above are of 48,489,000 shares outstanding, as reported by VERICEL CORP. on its Form 10-Q dated March 31, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from VERICEL CORP.’s 10-Q dated March 31, 2024. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.

At VERICEL CORP.'s shareholder meeting held May 1, 2024, in the 2023-2024 proxy season, 295 asset managers reported how they voted in their SEC Form N-PX filings, covering 3,826 separate fund positions. Their filings are grouped here into 11 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — To approve, on an advisory basis, the compensation of Vericel Corporation's named executive… — FOR was 95% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: VERICEL CORP.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 3, 2024.

VERICEL CORP. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.