UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 02, 2026

 

 

CERUS CORPORATION

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			000-21937	68-0262011
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
1220 Concord Avenue, Suite 600
Concord, California				94520
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 925 288-6000

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		CERS		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On June 2, 2026, the stockholders of Cerus Corporation (the “Company”) approved an amendment and restatement of the Company’s 2024 Equity Incentive Plan (the “2024 Equity Incentive Plan”). The material terms of the 2024 Equity Incentive Plan are described in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 22, 2026 (the “Proxy Statement”), in the section entitled “Proposal No. 2 – Approval of the Amendment and Restatement of the Company’s 2024 Equity Incentive Plan” on pages 28 to 43, which description is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 2, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The following is a brief description of each matter voted upon at the Annual Meeting, as well as the number of votes cast for or against each matter and the number of votes withheld, abstentions and broker non-votes with respect to each matter, as applicable. A more complete description of each matter is set forth in the Proxy Statement.

 

Proposal 1

 

The Company’s stockholders elected each of the two nominees named below to the Board of Directors to serve until the 2029 Annual Meeting of Stockholders or until his or her respective successor has been duly elected and qualified.

 

Nominee	For	Withheld	Broker Non-Votes
William M. Greenman	124,675,657	7,811,843	34,678,292
Ann Lucena	124,854,827	7,632,673	34,678,292

 

Proposal 2

 

The Company’s stockholders approved the amendment and restatement of the Company’s 2024 Equity Incentive Plan to, among other things, increase the aggregate number of shares of common stock available for issuance thereunder by 10,000,000 shares as described in the Proxy Statement.

 

For	Against	Abstain	Broker Non-Votes
89,832,187	42,567,475	87,838	34,678,292

 

Proposal 3

 

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.

 

For	Against	Abstain	Broker Non-Votes
120,905,509	10,952,287	629,704	34,678,292

 

Proposal 4

 

The Company’s stockholders ratified the selection of Ernst & Young LLP as the independent registered public accounting firm for the Company for its fiscal year ending December 31, 2026.

 

For	Against	Abstain
164,256,582	2,173,933	735,277

 

No other matters were submitted for stockholder action at the Annual Meeting.

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			CERUS CORPORATION
Date:	June 3, 2026	By:	/s/ Chrystal N. Jensen
			Chrystal N. Jensen Chief Legal Officer, General Counsel and Secretary