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CMXI > SEC Filings for CMXI > Form 8-K on 20-Dec-2013All Recent SEC Filings

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Form 8-K for CYTOMEDIX INC


20-Dec-2013

Submission of Matters to a Vote of Security Holders


Item 5.07 Submission of Matters to a Vote of Security Holders

On December 16, 2013, Cytomedix, Inc. (the "Company") held its 2013 Annual Meeting of Shareholders Meeting at its executive offices in Gaithersburg, Maryland. Set forth below are the final voting results for each of the proposals submitted to a vote of the Company's stockholders at the Annual Meeting:

Proposal 1 (Election of Directors) - The shareholders elected Richard S. Kent, Lyle Hohnke, Martin P. Rosendale, David E. Jorden, Mark T. McLoughlin, C. Eric Winzer, Stephen N. Keith and Joseph Del Guercio as directors of the Company to hold office until the next annual meeting of shareholders and until their successors are duly elected. A summary of votes cast follows below (with 32,121,137 broker non-votes on this Proposal):

               Nominee                 Votes for        Votes Withheld

               Mark T. McLoughlin      40,944,366            1,310,096
               C. Eric Winzer          40,957,359            1,297,103
               Stephen N. Keith        40,943,366            1,311,096
               Joseph Del Guercio      40,944,791            1,309,671
               Richard S. Kent         40,944,366            1,310,096
               Lyle Hohnke             40,783,405            1,471,057
               Martin P. Rosendale     40,242,907            2,011,555
               David E. Jorden         38,611,089            3,643,373

Proposal 2 (Ratification of Auditors) - The shareholders voted to ratify the appointment of Stegman & Company as independent registered public accounting firm of the Company for the fiscal year ending December 31, 2013 with 74,222,968 shares voting for and 91,414 shares voting against (61,217 shares abstaining).

Proposal 3 (Approval of the 2013 Equity Incentive Plan) - The shareholders voted to approve the Cytomedix, Inc. 2013 Equity Incentive Plan with 34,206,226 shares voting for and 7,926,173 shares voting against (with 122,063 shares abstaining and 32,121,137 broker non-votes on this matter).

Proposal 4 (Say-on-Pay Proposal) - The Company's shareholders approved on an advisory, non-binding basis, the compensation of the Company's named executive officers as disclosed in the proxy statement, with 35,751,713 shares voting for and 6,378,170 shares voting against (124,579 shares abstaining).

Proposal 5 (Say-on-Frequency Proposal) - Finally, the Company's shareholders approved on an advisory, non-binding basis, the following frequency of future "say-on-pay" votes, by the vote as follows: shares voted for 1 year, 2 years and 3 years were 6,978,998, 3,070,443 and 31,933,615, respectively, with 271,406 votes abstaining on this matter.

The Company has determined, in light of and consistent with the advisory vote of the Company's shareholders as to the preferred frequency of shareholder advisory votes on the compensation of the Company's named executive officers, to include a shareholder advisory vote on the compensation of the Company's named executive officers in its annual meeting proxy materials once every three years until the next advisory vote on the frequency of stockholder votes on the compensation of the Company's named executive officers.

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