UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) The Company’s annual meeting of stockholders was held on June 13, 2025.
(b) Three (3) proposals were submitted by the Company’s Board of Directors (the “Board”) to a vote of the Company’s stockholders, and the final results of the voting on each proposal, rounded to the nearest whole share, are noted below.
The Company’s stockholders elected the Board’s Class I director nominee, Rock Soffer, for a three-year term expiring at the 2028 annual meeting of stockholders, or until his successor is duly elected and qualified as a director or his earlier resignation, disqualification, disability or removal; approved an amendment to the Second Amended and Restated Longeveron Inc. 2021 Incentive Award Plan (as amended, the “Plan”) to increase the number of shares authorized by the Plan and make commensurate changes; and ratified the appointment of CBIZ CPAs P.C. as the Company's independent registered public accounting firm for fiscal 2025.
A copy of the Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Proposal No. 1- Director Election
| Nominee | For | Withheld | Broker Non Vote | |||
| Rock Soffer | 8,721,836 | 356,027 | 5,459,478 |
Proposal No. 2 – Approval of an amendment to the Second Amended and Restated Longeveron Inc. 2021 Incentive Award Plan
| For | Against | Abstain | Broker Non Vote | |||
| 8,626,417 | 425,061 | 26,385 | 5,459,478 |
Proposal No. 3 - Ratification of the Appointment of Independent Registered Public Accounting Firm for Fiscal 2025
| For | Against | Abstain | Broker Non Vote | |||
| 13,967,643 | 182,971 | 386,728 | 0 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
| Exhibit No. | Description | |
| 10.1 | Third Amended and Restated Longeveron Inc. 2021 Incentive Award Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement filed with the SEC on April 28, 2025). | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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SIGNATURE
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.
| LONGEVERON INC. | ||
| Date: June 16, 2025 | /s/ Wa’el Hashad | |
| Name: | Wa’el Hashad | |
| Title: | Chief Executive Officer | |
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