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Cryoport Inc

For the period ended May 17, 2024. Filed Apr 3, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 17, 2024 · Filed Apr 3, 2024

CYRX$19.10+19.0%Stored close · as of Nov 6, 2026
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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

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Under §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)

Payment of Filing Fee (Check all boxes that apply):

☒No fee required
☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

2024 Proxy Statement

CHAIR LETTER​​Dear Fellow Stockholders:
​​As I think about Cryoport, I am truly excited, optimistic, and energized by what lies ahead of us. We are in the early development stage of the Cell & Gene therapy industry. Despite 2023 being one of the more challenging macroeconomic and geopolitical environments creating multiple short-term uncertainties, the Cell & Gene therapy market continues to evolve with the development of therapies addressing serious chronic and life taking maladies. Some of the therapies in the market today address Large B-cell Lymphoma, Duchene Muscular Dystrophy, Sickle Cell Disease, and Multiple Myeloma. Many of you may know someone that has benefited from these treatments. I firmly believe that within the decades to come we will have many forms of the dreadful malady of cancer under control as many other new Cell & Gene therapies come to market transforming the way medicine is practiced. Granted, the market development of commercial therapies has not happened as fast as we, and many others, had anticipated, but as more manufacturing capacity comes online globally, the supply chain is further optimized, and reimbursement modalities are set, we believe that the Cell & Gene therapy market will accelerate its growth. In fact, several new therapies have been approved in the last few months and there are multiple forecasts for a record number of regulatory approvals this year that portend the long-term growth of the Cell & Gene therapy market. Having said that, last year presented us with significant hurdles as we navigated through a troubled global landscape. Like many companies in the life sciences tools market, we experienced a significant drop in demand for our cryogenic systems, particularly in China, and slower than expected growth for our supply chain services solutions, which impacted our operating performance. However, in the face of these adversities, we remained resolute in our commitment to the life sciences to deliver innovative and first-in-class supply chain solutions to support the advancement of Cell & Gene therapies globally. Cryoport is present every step of the way, from research to commercialization, providing cryogenic systems, advanced temperature-controlled packaging, biostorage, BioServices, advanced bio-logistics, cryopreserved apheresis, consulting and a host of other services and products. In our fastest growing market, Cell & Gene therapy, we are setting new standards with our innovations and revolutionary services and products. Today, we are an essential supply chain company for the Life
Cryoport Inc​​​​2024 Proxy Statement
​​Sciences, and we intend to continue to develop that essentiality throughout the industry. When I became CEO in November 2012, we were a struggling company with a single location and very limited resources. We finished that year at approximately $500,000 in revenue. Today, we concluded 2023 with over $230 million in revenue, over $450 million of cash and short-term investments, and have over 50 facilities in 17 countries. We have become a leading supply chain provider to the Cell & Gene Therapy industry globally. We have a well-defined strategy for providing comprehensive integrated supply chain solutions for the Cell & Gene Therapy industry and the broader Life Sciences. We are building solutions and products that are market driven to help further our position and to support the industry’s growth. In 2023, we continued a series of steps as we executed against that strategy, strengthening our services and product offerings, expanding our partner ecosystem, and continuing to grow our company with competencies and capabilities fundamental to our advancement. As a result, we enter 2024 with a host of developments underway that will continue to improve our strategic focus and technical capability. We continue to integrate technology and expertise from Cryoport and our partners to meet the emerging needs of our clients, who are advancing cell biology, and especially lifesaving regenerative medicines. We are a catalyst of progress and viewed by our clients as an essential source of support for the manufacturer and distribution of Cell & Gene therapies. I am particularly proud that we ended 2023 supporting a record 675 clinical trials and are now supporting 14 commercial therapies, which I think is a testament to our unwavering dedication to support the medical research, innovation, clinical trials, and commercialization required for the advancement of Cell & Gene therapies. This achievement not only underscores the trust placed in us by our clients but also highlights the vital role we play in Enabling the Future of MedicineTM worldwide. We have grown globally to more than 1,100 dedicated employees who work tirelessly to ensure we deliver our essential solutions to more than 3,500 clients worldwide in the Pharma/Biopharma, Animal Health, and Reproductive Medicine markets. We are proud to be working for the betterment of mankind through our innovative supply chain technologies, services, products, and systems.
​​It is especially important to note that as the Cell & Gene therapy industry continues to evolve with the development of new therapies addressing chronic and life taking maladies, Cryoport is playing a crucial part in supporting that development. Our best days are ahead of us, and I look forward to continuing working with my teammates to create superior value for you, our long-term shareholders, by serving our important mission. Thank you for your trust and support. Sincerely, /s/ Jerrell Shelton Jerrell Shelton Chair, President & Chief Executive Officer
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held May 17, 2024​​Dear Fellow Stockholders: We cordially invite you to virtually attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Cryoport, Inc., a Nevada corporation (the “Company”), which will be held on Friday, May 17, 2024, at 10:00 a.m. CDT. The Annual Meeting will be hosted online. 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/CYRX2024. There will not be a physical meeting location and stockholders will not be able to attend the Annual Meeting in person.
​​The Annual Meeting will be held for the following purposes:
​ · ​ · ​ · ​
​​1.​​To elect seven directors;
​​2.​​To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company and its subsidiaries for the year ending December 31, 2024;
​​3.​​To approve, on an advisory basis, the compensation of the named executive officers, as disclosed in our proxy statement for the Annual Meeting;
​​4.​​To approve an amendment to the Cryoport, Inc. 2018 Omnibus Equity Incentive Plan to increase the number of authorized shares under the plan; and
​​5.​​To transact such other business as may properly come before the meeting or any adjournment thereof.
​​The Board of Directors has fixed the close of business on Monday, March 18, 2024 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.
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​​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 April 3, 2024, 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.
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​​IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 17, 2024.
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​​The proxy statement for the Annual Meeting and accompanying Annual Report on Form 10-K for the year ended December 31, 2023 are available on the Internet at www.proxyvote.com.
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​​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/CYRX2024 and entering the 16-digit control number included in your Notice, on your proxy card or in the instructions that accompanied your proxy materials.
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​​Sincerely,
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​​/s/ Jerrell Shelton
​​​​
​​Chair, President and Chief Executive Officer
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​​YOUR VOTE IS IMPORTANT. YOU ARE URGED TO VOTE YOUR PROXY PROMPTLY BY MAIL, BY TELEPHONE OR VIA THE INTERNET, WHETHER OR NOT YOU PLAN TO VIRTUALLY ATTEND THE ANNUAL MEETING.

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