DEF 14A 1 edge20001940x1_def14a.htm DEF 14A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Filed by a Party other than the Registrant ☐

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☐	Preliminary Proxy Statements

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

CRYOPORT, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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2022

Proxy

Statement

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Dear stockholders:			The time for our 2022 Annual Meeting of Stockholders is approaching, so I thought I might offer to you a few words about our company. Cryoport has a clear strategy to be a trusted partner in the advancement of the life sciences industry by providing comprehensive integrated temperature-controlled supply chain solutions. In 2021, we continued a series of steps to execute against that strategy, strengthening our products and service offerings, expanding our partner ecosystem, and continuing to grow our company.
			As a result, we enter 2022 more strategically focused and with broader technological capabilities. We are integrating expertise and technology – from Cryoport, our partners, and even our competitors – to meet the urgent needs of our clients, who are advancing biology broadly and rapidly – from life-saving regenerative medicines to IVF technologies. It is our intention that our clients view us as a crucial source of competitive advantage. And we are ready to be a catalyst of progress for our clients as they pursue their mission-critical businesses of discovering and commercializing lifesaving therapies, animal breeding, or IVF technologies.
			As you have seen throughout 2021, our strategy is being well received by our clients as evidenced by a record number of clinical trials supported, record backlogs for manufactured systems and products, and record levels of biostorage commodities. Our solutions, systems, technology, and business expertise are in high demand as our company strives to always be responsive, agile, focused, and positioned for sustainable growth.
			Our global team, made up of more than 850 colleagues in 33 locations and spanning 15 countries, work tirelessly to ensure we deliver our essential solutions to more than 3,000 clients working worldwide in the Pharma/Biopharma, Animal Health, and Reproductive Medicine markets around the world. We are proud that we are engaged in either assisting and supporting the creation of life, the sustaining of life, or the saving of life through a unique combination of innovative supply chain technologies, products, systems and services through our industry-leading brands, Cryoport Systems, CryoStork®, MVE Biological Solutions, CRYOPDP, and CRYOGENE.
			In addition to our focus on continuing to produce record financial results and creating value for our stockholders, our management and Board of Directors are committed to good environmental, social, and corporate governance and our core values, which we believe are critical to our long-term success. We have continued to further progress on these fronts during 2021, including formalizing Cryoport’s Sustainability Strategy. More details about our Sustainability Platform and our updated ESG impact statements can be found in this proxy statement as well as in our 2021 Annual Report.
			I would like to cordially invite you to join us for our 2022 Annual Meeting of Stockholders, which will be held on Friday, April 29, 2022, at 10:00 a.m. Central Standard Time, in virtual meeting format only, via live webcast. Your Board of Directors made this decision to protect the health and safety of our stockholders, employees, directors, and others attending the meeting. Your vote is important, and I encourage you to vote whether or not you plan to attend the Annual Meeting. Please sign, date, and return the enclosed proxy card, or vote by telephone, or via the Internet as described in your proxy materials.
			Cryoport is a company with a compelling value proposition, strong financial foundation, and a clear mission to support life and health on earth. We are committed to executing on our mission in 2022 and beyond.
			Thank you for your confidence and continued support of Cryoport,
			Jerrell Shelton Chairman, President and Chief Executive Officer

Cryoport Inc

2022 Proxy Statement

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112 Westwood Place, Suite 350

Brentwood, Tennessee 37027

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held April 29, 2022 DEAR FELLOW STOCKHOLDERS March 18, 2022	We cordially invite you to virtually attend the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Cryoport, Inc., a Nevada Corporation (the “Company”), which will be held on Friday, April 29, 2022, at 10:00 a.m. CDT. Instead of our traditional in-person gathering, the Annual Meeting will be hosted online to help protect our stockholders and employees. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person. You will be able to attend the Annual Meeting, vote and submit your questions during the meeting via a live webcast by visiting www.virtualshareholdermeeting.com/CYRX2022.
	The Annual Meeting will be held for the following purposes:

	1.	To elect eight directors;
	2.	To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company and its subsidiaries for the year ending December 31, 2022;
	3.	To approve, on an advisory basis, the compensation of the named executive officers, as disclosed in our proxy statement for the Annual Meeting; and
	4.	To transact such other business as may properly come before the meeting or any adjournment thereof.

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			The Board of Directors has fixed the close of business on Wednesday, March 2, 2022 as the record date for the determination of stockholders who are entitled to notice of and to vote at the meeting, or any adjournments thereof.

			This year, we are pleased to take advantage of Securities and Exchange Commission rules that allow us to furnish our proxy materials on the Internet. As a result, on or about March 18, 2022, we are mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to holders of our common stock and holders of our Series C Convertible Preferred Stock as of the record date instead of a printed copy of the proxy materials. The Notice provides instructions on how to access our proxy materials on the Internet and how to obtain printed copies. We urge you to read the information contained in the proxy materials carefully.

			Whether or not you plan to virtually attend the Annual Meeting, it is important that your shares be represented and voted. You may vote before the meeting by internet, by phone, or by mail by following the instructions on the Notice. You may also vote during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/CYRX2022 and entering the 16-digit control number included in your Notice, on your proxy card or in the instructions that accompanied your proxy materials.

			IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON APRIL 29, 2022.

			The proxy statement for the Annual Meeting and accompanying Annual Report on Form 10-K for the year ended December 31, 2021 are available on the Internet at www.proxyvote.com.

			Sincerely,

			Chairman, President and Chief Executive Officer


			YOUR VOTE IS IMPORTANT. YOU ARE URGED TO VOTE YOUR PROXY PROMPTLY BY MAIL OR VIA THE INTERNET, WHETHER OR NOT YOU PLAN TO VIRTUALLY ATTEND THE ANNUAL MEETING.

	1			General Information
	2			Frequently Asked Questions
	9			Forward-Looking Statements
	10			Proposal 1 Election of Directors
	17			Corporate Governance and Board Matters
	31			Ownership of Securities
	34			Proposal 2 To ratify the appointment of Ernst & Young LLP
	35

SEC Form DEF 14A filed by CryoPort Inc.