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Vericel Corporation 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and Vericel Corporation’s Form 8-K, filed May 1, 2026 (Item 5.07 on EDGAR). Page generated October 14, 2026.

9Ballot items
363Asset managers
3,169Fund votes
April 29, 2026Meeting date

Results at a glance

Meeting of April 29, 2026: 9 items on Vericel Corporation’s Form 8-K, filed May 1, 2026: 9 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 Corporation in the interactive database Compare manager voting policies

Official 2025-2026 meeting results reported by Vericel Corporation

These tallies are Vericel Corporation’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 1, 2026 (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 Corporation — official shareholder meeting results, meeting held April 29, 2026
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Robert Zerbe	42,191,350	--	--	3,914,396	2,162,887	92%	Not verified	—
Elect Director: Alan Rubino	41,344,254	--	--	4,761,492	2,162,887	90%	Not verified	—
Elect Director: Heidi Hagen	38,296,679	--	--	7,809,067	2,162,887	83%	Not verified	—
Elect Director: Kevin McLaughlin	44,940,402	--	--	1,165,344	2,162,887	97%	Not verified	—
Elect Director: Paul Wotton	43,727,059	--	--	2,378,687	2,162,887	95%	Not verified	—
Elect Director: Lisa Wright	45,198,344	--	--	907,402	2,162,887	98%	Not verified	—
Elect Director: Dominick Colangelo	45,035,568	--	--	1,070,178	2,162,887	98%	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.	36,350,150	9,725,057	30,539	--	2,162,887	79%	Not verified	—
The Company's shareholders approved Proposal 3 to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered accounting firm for the fiscal year ending December 31, 2026.	44,971,340	3,275,442	21,851	--	--	93%	Not verified	—

Source: Vericel Corporation, Form 8-K, filed with the SEC on May 1, 2026 — read the filing on EDGAR.

How asset managers voted at the Vericel Corporation 2025-2026 meeting

Each item below shows how the 363 asset managers that disclosed a Vericel Corporation 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.

1. Elect Director: Alan Rubino

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

90% Majority: yes · of votes cast

FOR 90%

FOR: 41,344,254WITHHELD: 4,761,492

Details: description as filed, official tally, votes by 101 asset managers

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

Vericel Corporation’s own tally for this item (“Elect Director: Alan Rubino”): 41,344,254 for, 4,761,492 withheld, per its Form 8-K filed May 1, 2026 (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: 90% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 101 asset managers below reported 21,985,614 for, 623,739 withheld, 556,992 abstained.

FOR

FOR: 21,985,614ABSTAIN: 556,992WITHHOLD: 623,739

Largest asset managers voting on “Election of Directors: Alan L. Rubino” at Vericel Corporation, 2025-2026
Asset manager	For	Abstain	Withheld	Vote
BlackRock	4,526,031	0	0	For
Vanguard	3,337,652	19	12,207	For
Fidelity	2,595,422	0	0	For
CONESTOGA FUNDS	1,781,899	0	0	For
State Street	1,547,077	0	2,206	For
PROFESSIONALLY MANAGED PORTFOLIOS	1,250,640	0	0	For
Nationwide	571,120	0	0	For
Loomis Sayles	0	555,478	0	Abstain
Brown Capital Management Mutual Funds	520,425	0	0	For
WILLIAM BLAIR FUNDS	452,700	0	0	For
Allspring	452,549	0	0	For
Advisors' Inner Circle Fund II	419,000	0	0	For
Charles Schwab	408,585	0	0	For
Waddell & Reed	374,350	0	0	For
Aberdeen	0	0	239,509	Withhold
Dimensional	236,935	0	0	For
Bridge Builder Trust	212,170	0	0	For
AMG FUNDS	204,712	0	0	For
Federated Hermes	201,333	0	0	For
Columbia Threadneedle	0	0	199,064	Withhold
Jackson National	186,768	0	0	For
Thrivent	179,427	0	0	For
Prudential/PGIM	176,648	0	0	For
Invesco	170,085	0	0	For
Brighthouse	19,308	0	125,489	Mixed

Showing the 25 largest of 101 asset managers. See all 101 in the interactive database.

2. Elect Director: Dominick Colangelo

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 45,035,568WITHHELD: 1,070,178

Details: description as filed, official tally, votes by 101 asset managers

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

Vericel Corporation’s own tally for this item (“Elect Director: Dominick Colangelo”): 45,035,568 for, 1,070,178 withheld, per its Form 8-K filed May 1, 2026 (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 101 asset managers below reported 23,093,183 for, 71,664 withheld, 1,498 abstained.

FOR

FOR: 23,093,183ABSTAIN: 1,498WITHHOLD: 71,664

Largest asset managers voting on “Election of Directors: Dominick C. Colangelo” at Vericel Corporation, 2025-2026
Asset manager	For	Abstain	Withheld	Vote
BlackRock	4,526,031	0	0	For
Vanguard	3,337,668	3	12,207	For
Fidelity	2,595,422	0	0	For
CONESTOGA FUNDS	1,781,899	0	0	For
State Street	1,547,077	0	2,206	For
PROFESSIONALLY MANAGED PORTFOLIOS	1,250,640	0	0	For
Nationwide	571,120	0	0	For
Loomis Sayles	555,478	0	0	For
Brown Capital Management Mutual Funds	520,425	0	0	For
WILLIAM BLAIR FUNDS	452,700	0	0	For
Allspring	452,549	0	0	For
Advisors' Inner Circle Fund II	419,000	0	0	For
Charles Schwab	408,585	0	0	For
Waddell & Reed	374,350	0	0	For
Aberdeen	239,509	0	0	For
Dimensional	236,935	0	0	For
Bridge Builder Trust	212,170	0	0	For
AMG FUNDS	204,712	0	0	For
Federated Hermes	201,333	0	0	For
Columbia Threadneedle	199,064	0	0	For
Jackson National	186,768	0	0	For
Thrivent	179,427	0	0	For
Prudential/PGIM	176,648	0	0	For
Invesco	170,085	0	0	For
Brighthouse	132,810	0	11,987	Mixed

Showing the 25 largest of 101 asset managers. See all 101 in the interactive database.

3. Elect Director: Heidi Hagen

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

83% Majority: yes · of votes cast

FOR 83%WITHHELD

FOR: 38,296,679WITHHELD: 7,809,067

Details: description as filed, official tally, votes by 101 asset managers

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

Vericel Corporation’s own tally for this item (“Elect Director: Heidi Hagen”): 38,296,679 for, 7,809,067 withheld, per its Form 8-K filed May 1, 2026 (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: 83% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 101 asset managers below reported 19,953,850 for, 2,515,160 withheld, 697,335 abstained.

FOR

FOR: 19,953,850ABSTAIN: 697,335WITHHOLD: 2,515,160

Largest asset managers voting on “Election of Directors: Heidi Hagen” at Vericel Corporation, 2025-2026
Asset manager	For	Abstain	Withheld	Vote
BlackRock	4,526,031	0	0	For
Vanguard	3,331,296	32	18,549	For
Fidelity	2,595,422	0	0	For
CONESTOGA FUNDS	1,781,899	0	0	For
State Street	51,290	0	1,497,993	Withhold
PROFESSIONALLY MANAGED PORTFOLIOS	1,250,640	0	0	For
Nationwide	571,120	0	0	For
Loomis Sayles	0	555,478	0	Abstain
Brown Capital Management Mutual Funds	520,425	0	0	For
WILLIAM BLAIR FUNDS	452,700	0	0	For
Allspring	452,549	0	0	For
Advisors' Inner Circle Fund II	419,000	0	0	For
Charles Schwab	408,585	0	0	For
Waddell & Reed	0	0	374,350	Withhold
Aberdeen	239,509	0	0	For
Dimensional	236,935	0	0	For
Bridge Builder Trust	212,170	0	0	For
AMG FUNDS	204,712	0	0	For
Federated Hermes	201,333	0	0	For
Columbia Threadneedle	0	0	199,064	Withhold
Jackson National	106,318	80,450	0	Mixed
Thrivent	179,427	0	0	For
Prudential/PGIM	176,648	0	0	For
Invesco	170,085	0	0	For
Brighthouse	19,308	0	125,489	Mixed

Showing the 25 largest of 101 asset managers. See all 101 in the interactive database.

4. Elect Director: Kevin McLaughlin

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 44,940,402WITHHELD: 1,165,344

Details: description as filed, official tally, votes by 101 asset managers

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

Vericel Corporation’s own tally for this item (“Elect Director: Kevin McLaughlin”): 44,940,402 for, 1,165,344 withheld, per its Form 8-K filed May 1, 2026 (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 101 asset managers below reported 23,121,768 for, 43,077 withheld, 1,500 abstained.

FOR

FOR: 23,121,768ABSTAIN: 1,500WITHHOLD: 43,077

Largest asset managers voting on “Election of Directors: Kevin F. McLaughlin” at Vericel Corporation, 2025-2026
Asset manager	For	Abstain	Withheld	Vote
BlackRock	4,526,031	0	0	For
Vanguard	3,349,872	5	0	For
Fidelity	2,595,422	0	0	For
CONESTOGA FUNDS	1,781,899	0	0	For
State Street	1,549,201	0	82	For
PROFESSIONALLY MANAGED PORTFOLIOS	1,250,640	0	0	For
Nationwide	571,120	0	0	For
Loomis Sayles	555,478	0	0	For
Brown Capital Management Mutual Funds	520,425	0	0	For
WILLIAM BLAIR FUNDS	452,700	0	0	For
Allspring	452,549	0	0	For
Advisors' Inner Circle Fund II	419,000	0	0	For
Charles Schwab	408,585	0	0	For
Waddell & Reed	374,350	0	0	For
Aberdeen	239,509	0	0	For
Dimensional	236,935	0	0	For
Bridge Builder Trust	212,170	0	0	For
AMG FUNDS	204,712	0	0	For
Federated Hermes	201,333	0	0	For
Columbia Threadneedle	199,064	0	0	For
Jackson National	186,768	0	0	For
Thrivent	179,427	0	0	For
Prudential/PGIM	176,648	0	0	For
Invesco	170,085	0	0	For
Brighthouse	132,810	0	11,987	Mixed

Showing the 25 largest of 101 asset managers. See all 101 in the interactive database.

5. Elect Director: Lisa Wright

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 45,198,344WITHHELD: 907,402

Details: description as filed, official tally, votes by 101 asset managers

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

Vericel Corporation’s own tally for this item (“Elect Director: Lisa Wright”): 45,198,344 for, 907,402 withheld, per its Form 8-K filed May 1, 2026 (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 101 asset managers below reported 23,150,145 for, 16,197 withheld, 3 abstained.

FOR

FOR: 23,150,145ABSTAIN: 3WITHHOLD: 16,197

Largest asset managers voting on “Election of Directors: Lisa Wright” at Vericel Corporation, 2025-2026
Asset manager	For	Abstain	Withheld	Vote
BlackRock	4,526,031	0	0	For
Vanguard	3,349,874	3	0	For
Fidelity	2,595,422	0	0	For
CONESTOGA FUNDS	1,781,899	0	0	For
State Street	1,549,283	0	0	For
PROFESSIONALLY MANAGED PORTFOLIOS	1,250,640	0	0	For
Nationwide	571,120	0	0	For
Loomis Sayles	555,478	0	0	For
Brown Capital Management Mutual Funds	520,425	0	0	For
WILLIAM BLAIR FUNDS	452,700	0	0	For
Allspring	452,549	0	0	For
Advisors' Inner Circle Fund II	419,000	0	0	For
Charles Schwab	408,585	0	0	For
Waddell & Reed	374,350	0	0	For
Aberdeen	239,509	0	0	For
Dimensional	236,935	0	0	For
Bridge Builder Trust	212,170	0	0	For
AMG FUNDS	204,712	0	0	For
Federated Hermes	201,333	0	0	For
Columbia Threadneedle	199,064	0	0	For
Jackson National	186,768	0	0	For
Thrivent	179,427	0	0	For
Prudential/PGIM	176,648	0	0	For
Invesco	170,085	0	0	For
Brighthouse	132,810	0	11,987	Mixed

Showing the 25 largest of 101 asset managers. See all 101 in the interactive database.

6. Elect Director: Paul Wotton

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 43,727,059WITHHELD: 2,378,687

Details: description as filed, official tally, votes by 101 asset managers

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

Vericel Corporation’s own tally for this item (“Elect Director: Paul Wotton”): 43,727,059 for, 2,378,687 withheld, per its Form 8-K filed May 1, 2026 (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 101 asset managers below reported 22,399,184 for, 160,789 withheld, 606,372 abstained.

FOR

FOR: 22,399,184ABSTAIN: 606,372WITHHOLD: 160,789

Largest asset managers voting on “Election of Directors: Paul K. Wotton” at Vericel Corporation, 2025-2026
Asset manager	For	Abstain	Withheld	Vote
BlackRock	4,526,031	0	0	For
Vanguard	3,349,868	9	0	For
Fidelity	2,595,422	0	0	For
CONESTOGA FUNDS	1,781,899	0	0	For
State Street	1,549,201	0	82	For
PROFESSIONALLY MANAGED PORTFOLIOS	1,250,640	0	0	For
Nationwide	571,120	0	0	For
Loomis Sayles	0	555,478	0	Abstain
Brown Capital Management Mutual Funds	520,425	0	0	For
WILLIAM BLAIR FUNDS	452,700	0	0	For
Allspring	452,549	0	0	For
Advisors' Inner Circle Fund II	419,000	0	0	For
Charles Schwab	408,585	0	0	For
Waddell & Reed	374,350	0	0	For
Aberdeen	239,509	0	0	For
Dimensional	236,935	0	0	For
Bridge Builder Trust	212,170	0	0	For
AMG FUNDS	204,712	0	0	For
Federated Hermes	201,333	0	0	For
Columbia Threadneedle	199,064	0	0	For
Jackson National	186,768	0	0	For
Thrivent	179,427	0	0	For
Prudential/PGIM	176,648	0	0	For
Invesco	170,085	0	0	For
Brighthouse	19,308	0	125,489	Mixed

Showing the 25 largest of 101 asset managers. See all 101 in the interactive database.

7. Elect Director: Robert Zerbe

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

92% Majority: yes · of votes cast

FOR 92%

FOR: 42,191,350WITHHELD: 3,914,396

Details: description as filed, official tally, votes by 101 asset managers

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

Vericel Corporation’s own tally for this item (“Elect Director: Robert Zerbe”): 42,191,350 for, 3,914,396 withheld, per its Form 8-K filed May 1, 2026 (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: 92% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 101 asset managers below reported 22,644,044 for, 520,790 withheld, 1,511 abstained.

FOR

FOR: 22,644,044ABSTAIN: 1,511WITHHOLD: 520,790

Largest asset managers voting on “Election of Directors: Robert L. Zerbe” at Vericel Corporation, 2025-2026
Asset manager	For	Abstain	Withheld	Vote
BlackRock	4,526,031	0	0	For
Vanguard	3,331,312	16	18,549	For
Fidelity	2,595,422	0	0	For
CONESTOGA FUNDS	1,781,899	0	0	For
State Street	1,547,077	0	2,206	For
PROFESSIONALLY MANAGED PORTFOLIOS	1,250,640	0	0	For
Nationwide	571,120	0	0	For
Loomis Sayles	555,478	0	0	For
Brown Capital Management Mutual Funds	520,425	0	0	For
WILLIAM BLAIR FUNDS	452,700	0	0	For
Allspring	452,549	0	0	For
Advisors' Inner Circle Fund II	419,000	0	0	For
Charles Schwab	408,585	0	0	For
Waddell & Reed	374,350	0	0	For
Aberdeen	0	0	239,509	Withhold
Dimensional	236,935	0	0	For
Bridge Builder Trust	212,170	0	0	For
AMG FUNDS	204,712	0	0	For
Federated Hermes	201,333	0	0	For
Columbia Threadneedle	0	0	199,064	Withhold
Jackson National	186,768	0	0	For
Thrivent	179,427	0	0	For
Prudential/PGIM	176,648	0	0	For
Invesco	170,085	0	0	For
Brighthouse	132,810	0	11,987	Mixed

Showing the 25 largest of 101 asset managers. See all 101 in the interactive database.

8. 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 11 wordings of this item as funds reported it.

79% Majority: yes · of votes cast

FOR 79%AGAINST

FOR: 36,350,150AGAINST: 9,725,057

Details: description as filed, official tally, votes by 363 asset managers

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

Vericel Corporation’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.”): 36,350,150 for, 9,725,057 against, per its Form 8-K filed May 1, 2026 (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: 79% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

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).

Fund voting reports: 101 asset managers voting on “To approve, on an advisory basis, the compensation of Vericel Corporation's named executive officers.” at Vericel Corporation, 2025-2026
Asset manager	For	Against	Abstain	Vote
BlackRock	4,526,031	0	0	For
Vanguard	3,331,283	18,594	0	For
Fidelity	2,595,422	0	0	For
CONESTOGA FUNDS	1,781,899	0	0	For
State Street	1,547,159	2,124	0	For
PROFESSIONALLY MANAGED PORTFOLIOS	1,250,640	0	0	For
Nationwide	108,279	462,841	0	Mixed
Loomis Sayles	555,478	0	0	For
Brown Capital Management Mutual Funds	0	520,425	0	Against
WILLIAM BLAIR FUNDS	452,700	0	0	For
Allspring	452,549	0	0	For
Advisors' Inner Circle Fund II	419,000	0	0	For
Charles Schwab	408,585	0	0	For
Waddell & Reed	374,350	0	0	For
Aberdeen	0	239,509	0	Against
Dimensional	0	236,935	0	Against
Bridge Builder Trust	212,170	0	0	For
AMG FUNDS	204,712	0	0	For
Federated Hermes	201,333	0	0	For
Columbia Threadneedle	199,064	0	0	For
Jackson National	176,668	10,100	0	Mixed
Thrivent	179,427	0	0	For
Prudential/PGIM	170,536	6,112	0	For
Invesco	0	170,085	0	Against
Brighthouse	132,810	0	11,987	Mixed

Fund voting reports, all 101 managers: 20,940,502 for, 2,215,482 against, 11,987 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 287 asset managers voting on “To approve, on an advisory basis, the compensation of Vericel Corporation's named executive officers.” at Vericel Corporation, 2025-2026
Asset manager	For	Against	Vote
BlackRock	1,964,194	1,353	For
Fidelity	1,795,504	0	For
CONGRESS ASSET MANAGEMENT CO	1,684,253	26,155	For
GENEVA CAPITAL MANAGEMENT LLC	0	1,633,876	Against
BNP Paribas Asset Management Holding S.A.	0	1,583,546	Against
WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC	1,526,103	0	For
GW&K Investment Management, LLC	1,429,985	0	For
GEODE CAPITAL MANAGEMENT, LLC	1,249,001	0	For
Loomis Sayles	968,458	0	For
State Street	965,382	2,047	For
Conestoga Capital Advisors, LLC	802,731	66,650	Mixed
Soleus Capital Management, L.P.	864,037	0	For
SILVERCREST ASSET MANAGEMENT GROUP LLC	746,270	26,257	For
Allspring	748,141	0	For
BROWN CAPITAL MANAGEMENT LLC	0	720,139	Against
Aberdeen	0	583,884	Against
TimesSquare Capital Management, LLC	566,651	0	For
NOMURA INVESTMENT MANAGEMENT BUSINESS TRUST	547,478	0	For
Federated Hermes	506,771	0	For
Northern Trust	482,701	0	For
Charles Schwab	467,474	0	For
Vanguard	417,736	0	For
OSTERWEIS CAPITAL MANAGEMENT INC	401,045	0	For
Champlain Investment Partners, LLC	316,228	0	For
EAGLE ASSET MANAGEMENT INC	287,042	0	For

Institutional-manager reports, all 287 managers: 22,061,498 for, 7,542,017 against, 1,643 abstained, 4,453 not voted. Showing the 25 largest; see all in the interactive database.

9. The Company's shareholders approved Proposal 3 to ratify the appointment of PricewaterhouseCoopers LLP as the Company's…

Outcome not verifiedAUDIT-RELATEDReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%

FOR: 44,971,340AGAINST: 3,275,442

Details: description as filed, official tally, votes by 102 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, 2026.

Vericel Corporation’s own tally for this item (“The Company's shareholders approved Proposal 3 to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered accounting firm for the fiscal year ending December 31, 2026.”): 44,971,340 for, 3,275,442 against, per its Form 8-K filed May 1, 2026 (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 + AGAINST); abstentions and broker non-votes are excluded.

The 102 asset managers below reported 22,852,926 for, 303,332 against, 11,987 abstained.

FOR

FOR: 22,852,926AGAINST: 303,332ABSTAIN: 11,987

Largest asset managers voting on “To ratify the appointment of PricewaterhouseCoopers LLP as Vericel Corporation's independent registered public” at Vericel Corporation, 2025-2026
Asset manager	For	Against	Abstain	Vote
BlackRock	4,526,031	0	0	For
Vanguard	3,343,523	6,355	0	For
Fidelity	2,595,422	0	0	For
CONESTOGA FUNDS	1,781,899	0	0	For
State Street	1,549,201	82	0	For
PROFESSIONALLY MANAGED PORTFOLIOS	1,250,640	0	0	For
Nationwide	571,120	0	0	For
Loomis Sayles	555,478	0	0	For
Brown Capital Management Mutual Funds	520,425	0	0	For
WILLIAM BLAIR FUNDS	452,700	0	0	For
Allspring	452,549	0	0	For
Advisors' Inner Circle Fund II	419,000	0	0	For
Charles Schwab	408,585	0	0	For
Waddell & Reed	374,350	0	0	For
Aberdeen	0	239,509	0	Against
Dimensional	236,935	0	0	For
Bridge Builder Trust	212,170	0	0	For
AMG FUNDS	204,712	0	0	For
Federated Hermes	201,333	0	0	For
Columbia Threadneedle	199,064	0	0	For
Jackson National	186,768	0	0	For
Thrivent	179,427	0	0	For
Prudential/PGIM	176,648	0	0	For
Invesco	170,085	0	0	For
Brighthouse	132,810	0	11,987	Mixed

Showing the 25 largest of 102 asset managers. See all 102 in the interactive database.

Largest Vericel Corporation shareholders voting in 2025-2026

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 50,763,319 shares outstanding at the time of that meeting.

Fund voting reports: top Vericel Corporation shareholders by shares voted on “To approve, on an advisory basis, the compensation of Vericel Corporation's named executive…”, 2025-2026
#	Asset manager	% of shares outstanding
1	BlackRock	8.92%
2	Vanguard	6.60%
3	Fidelity	5.11%
4	CONESTOGA FUNDS	3.51%
5	State Street	3.05%
6	PROFESSIONALLY MANAGED PORTFOLIOS	2.46%
7	Nationwide	1.13%
8	Loomis Sayles	1.09%
9	Brown Capital Management Mutual Funds	1.03%
10	WILLIAM BLAIR FUNDS	0.89%

Institutional-manager reports: top Vericel Corporation shareholders by shares voted on “To approve, on an advisory basis, the compensation of Vericel Corporation's named executive…”, 2025-2026
#	Asset manager	% of shares outstanding
1	BlackRock	3.87%
2	Fidelity	3.54%
3	CONGRESS ASSET MANAGEMENT CO	3.37%
4	GENEVA CAPITAL MANAGEMENT LLC	3.22%
5	BNP Paribas Asset Management Holding S.A.	3.12%
6	WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC	3.01%
7	GW&K Investment Management, LLC	2.82%
8	GEODE CAPITAL MANAGEMENT, LLC	2.46%
9	Loomis Sayles	1.91%
10	State Street	1.91%

Reported Vericel Corporation 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 Corporation holdings and ownership disclosed for the 2025-2026 proxy season
Holder	% outstanding	Disclosure
BlackRock	15.30%	13F
Vanguard Group	7.06%	13F
State Street Corporation	5.53%	DEF14A
Dominick Colangelo	3.25%	DEF14A
Geode Capital	2.47%	13F
Goldman Sachs	1.49%	13F
Morgan Stanley	1.37%	13F
Northern Trust	1.07%	13F
Two Sigma	0.96%	13F
Charles Schwab	0.94%	13F

Percentages above are of 50,763,319 shares outstanding, as reported by Vericel Corporation on its Form 10-K dated February 19, 2026 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 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 Corporation’s 10-K dated February 19, 2026. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.

At Vericel Corporation's shareholder meeting held April 29, 2026, in the 2025-2026 proxy season, 363 asset managers reported how they voted on 9 ballot items in their SEC Form N-PX filings, covering 3,169 separate fund positions. 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 79% 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 Corporation's Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 1, 2026.

Vericel Corporation proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).

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