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VERICEL CORP. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and VERICEL CORP.’s Form 8-K, filed 2024-05-03 (Item 5.07 on EDGAR). Page generated 02 October 2026.

15Reported items
299Asset managers
3,768Fund votes
2024-05-01Meeting date

Proxy season: 2023-2024 2024-2025 2025-2026

Explore VERICEL CORP. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by VERICEL CORP.

These tallies are VERICEL CORP.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed 2024-05-03 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

VERICEL CORP. — official shareholder meeting results, meeting held 2024-05-01
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Elect Director: Robert Zerbe	41,278,370	--	2,004,339	2,004,339	2,202,810	Majority: yes
Elect Director: Alan Rubino	41,205,989	--	2,076,720	2,076,720	2,202,810	Majority: yes
Elect Director: Heidi Hagen	35,218,337	--	8,064,372	8,064,372	2,202,810	Majority: yes
Elect Director: Steven Gilman	42,205,350	--	1,077,359	1,077,359	2,202,810	Majority: yes
Elect Director: Kevin McLaughlin	42,263,852	--	1,018,857	1,018,857	2,202,810	Majority: yes
Elect Director: Paul Wotton	40,144,951	--	3,137,758	3,137,758	2,202,810	Majority: yes
Elect Director: Lisa Wright	40,724,522	--	2,558,187	2,558,187	2,202,810	Majority: yes
Elect Director: Dominick Colangelo	42,041,793	--	1,240,916	1,240,916	2,202,810	Majority: yes
The Company's shareholders approved, on a non-binding advisory basis, Proposal 2 concerning the compensation of the Company's named executive officers.	41,241,020	2,005,128	36,561	--	2,202,810	Majority: yes
The Company's shareholders voted, on an advisory basis, that future advisory votes on executive compensation should be submitted to the stockholders every year.	43,592,984	1,867,944	24,591	--	--	Majority: yes

Source: VERICEL CORP., Form 8-K, filed with the SEC on 2024-05-03 — read the filing on EDGAR.

How asset managers voted at the VERICEL CORP. 2023-2024 meeting

Each item below shows how the 299 asset managers that disclosed a VERICEL CORP. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of VERICEL CORP.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. To approve, on an advisory basis, the compensation of Vericel Corporation's named executive officers.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Combines 12 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 41,241,020AGAINST: 2,005,128

VERICEL CORP.’s own tally for this item (“The Company's shareholders approved, on a non-binding advisory basis, Proposal 2 concerning the compensation of the Company's named executive officers.”): 41,241,020 for, 2,005,128 against, per its Form 8-K filed 2024-05-03 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Share-of-outstanding not shown: votes cast exceed the reported share count, which usually means multiple share classes with different voting rights.

The 289 asset managers below cast 97% of the shares they voted on this item FOR. Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the company's reported shares outstanding.

FOR 97%

FOR: 96.6%AGAINST: 3.3%ABSTAIN: 0.0%NOT VOTED: 0.1%UNKNOWN: 0.0%

Largest asset managers voting on “To approve, on an advisory basis, the compensation of Vericel Corporation's named executive officers.” at VERICEL CORP., 2023-2024
Asset manager	For	Against	Vote
BlackRock	7,162,743	881	For
Fidelity	4,635,316	0	For
State Street	4,106,652	0	For
Vanguard	3,402,109	0	For
BROWN CAPITAL MANAGEMENT LLC	2,942,921	0	For
Brown Capital Management Mutual Funds	2,214,678	0	For
CONESTOGA FUNDS	1,617,309	0	For
NEW YORK STATE COMMON RETIREMENT FUND	1,061,361	0	For
GW&K Investment Management, LLC	1,056,160	0	For
GEODE CAPITAL MANAGEMENT, LLC	1,034,464	0	For
BNP Paribas Asset Management Holding S.A.	0	940,690	Against
Thrivent	917,397	0	For
Charles Schwab	828,291	0	For
CONGRESS ASSET MANAGEMENT CO /MA	717,376	23,464	For
Conestoga Capital Advisors, LLC	702,251	0	For
WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC	667,124	0	For
Waddell & Reed	655,928	0	For
Loomis Sayles	644,126	0	For
Dimensional	634,000	0	For
Nuveen	608,337	0	For
TIAA	605,790	0	For
Columbia Threadneedle	551,831	0	For
Allspring	534,745	0	For
Northern Trust	531,484	32	For
Victory Capital	522,883	0	For

Showing the 25 largest of 289 asset managers. See all 289 in the interactive database.

2. To approve, on an advisory basis, the frequency of future named executive officer compensation advisory votes.

SECTION 14A SAY-ON-PAY VOTES

Combines 3 wordings of this item as funds reported it.

100% fund support · no official result

ONE YEAR 66%1 YEAR 32%

The 276 asset managers below cast 100% of the shares they voted on this item FOR. Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the company's reported shares outstanding.

FOR: 0.2%ABSTAIN: 0.0%ONE YEAR: 66.2%1 YEAR: 32.2%THREE YEARS: 1.3%1-YEAR: 0.1%3 YEARS: 0.0%NOT VOTED: 0.0%1: 0.0%

Largest asset managers voting on “To approve, on an advisory basis, the frequency of future named executive officer compensation advisory votes.” at VERICEL CORP., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
BlackRock	0	0	0	0	One Year
Fidelity	0	0	0	0	One Year
State Street	0	0	0	0	One Year
Vanguard	0	0	0	0	One Year
BROWN CAPITAL MANAGEMENT LLC	0	0	0	0	1 Year
Brown Capital Management Mutual Funds	0	0	0	0	1 Year
CONESTOGA FUNDS	0	0	0	0	1 Year
NEW YORK STATE COMMON RETIREMENT FUND	0	0	0	0	1 Year
GW&K Investment Management, LLC	0	0	0	0	1 Year
GEODE CAPITAL MANAGEMENT, LLC	0	0	0	0	One Year
BNP Paribas Asset Management Holding S.A.	0	0	0	0	One Year
Thrivent	0	0	0	0	One Year
Charles Schwab	0	0	0	0	1 Year
CONGRESS ASSET MANAGEMENT CO /MA	0	0	0	0	1 Year
Conestoga Capital Advisors, LLC	0	0	0	0	1 Year
WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC	0	0	0	0	One Year
Waddell & Reed	0	0	0	0	One Year
Loomis Sayles	0	0	0	0	1 Year
Dimensional	0	0	0	0	Three Years
Nuveen	0	0	0	0	One Year
TIAA	0	0	0	0	One Year
Columbia Threadneedle	0	0	0	0	One Year
Allspring	0	0	0	0	One Year
Northern Trust	0	0	0	0	1 Year
Victory Capital	0	0	0	0	One Year

Showing the 25 largest of 276 asset managers. See all 276 in the interactive database.

3. To ratify the appointment of PricewaterhouseCoopers LLP as Vericel Corporation's independent registered public accounting firm for the fiscal year ending December 31, 2024.

AUDIT-RELATED

Combines 6 wordings of this item as funds reported it.

99.7% fund support · no official result

FOR 99.7%

The 90 asset managers below cast 99.7% of the shares they voted on this item FOR (25,095,577 for, 60,784 against).

FOR: 25,095,577 (99.7%)AGAINST: 60,784 (0.2%)ABSTAIN: 7,751 (0.0%)

Largest asset managers voting on “To ratify the appointment of PricewaterhouseCoopers LLP as Vericel Corporation's independent registered public” at VERICEL CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
BlackRock	5,481,922	0	0	For
Vanguard	3,275,036	0	0	For
Fidelity	2,809,226	0	0	For
Brown Capital Management Mutual Funds	2,214,678	0	0	For
CONESTOGA FUNDS	1,617,309	0	0	For
State Street	1,589,523	205	0	For
Waddell & Reed	655,928	0	0	For
Loomis Sayles	644,126	0	0	For
TIAA	605,790	0	0	For
Dimensional	564,092	0	0	For
Columbia Threadneedle	551,831	0	0	For
Thrivent	455,006	0	0	For
PROFESSIONALLY MANAGED PORTFOLIOS	425,000	0	0	For
Charles Schwab	401,727	0	0	For
Nationwide	382,566	0	0	For
WILLIAM BLAIR FUNDS	265,380	0	0	For
Allspring	252,362	0	0	For
Jackson National	219,068	0	0	For
Bridge Builder Trust	212,579	0	0	For
Invesco	205,437	0	0	For
Brighthouse	147,127	0	7,751	For
MoA Funds Corp	135,515	0	0	For
CARILLON SERIES TRUST	132,443	0	0	For
Equitable	126,041	0	0	For
AMG FUNDS	124,067	0	0	For

Showing the 25 largest of 90 asset managers. See all 90 in the interactive database.

4. Election of Directors: Alan L. Rubino

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 41,205,989WITHHELD: 2,076,720

VERICEL CORP.’s own tally for this item (“Elect Director: Alan Rubino”): 41,205,989 for, 2,076,720 withheld, per its Form 8-K filed 2024-05-03 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Share-of-outstanding not shown: votes cast exceed the reported share count, which usually means multiple share classes with different voting rights.

The 88 asset managers below cast 100% of the shares they voted on this item FOR (25,088,687 for, 0 against).

FOR 99.6%

FOR: 25,088,687 (99.6%)ABSTAIN: 55,538 (0.2%)NOT VOTED: 34,779 (0.1%)

Largest asset managers voting on “Election of Directors: Alan L. Rubino” at VERICEL CORP., 2023-2024
Asset manager	For	Abstain	Vote
BlackRock	5,481,922	0	For
Vanguard	3,275,036	0	For
Fidelity	2,809,226	0	For
Brown Capital Management Mutual Funds	2,214,678	0	For
CONESTOGA FUNDS	1,617,309	0	For
State Street	1,589,278	450	For
Waddell & Reed	655,928	0	For
Loomis Sayles	644,126	0	For
TIAA	605,790	0	For
Dimensional	564,092	0	For
Columbia Threadneedle	551,831	0	For
Thrivent	455,006	0	For
PROFESSIONALLY MANAGED PORTFOLIOS	425,000	0	For
Charles Schwab	401,727	0	For
Nationwide	382,566	0	For
WILLIAM BLAIR FUNDS	265,380	0	For
Allspring	252,362	0	For
Jackson National	219,068	0	For
Bridge Builder Trust	212,579	0	For
Invesco	205,437	0	For
Brighthouse	147,127	7,751	For
MoA Funds Corp	135,515	0	For
CARILLON SERIES TRUST	132,443	0	For
Equitable	126,041	0	For
AMG FUNDS	124,067	0	For

Showing the 25 largest of 88 asset managers. See all 88 in the interactive database.

5. Election of Directors: Dominick C. Colangelo

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 42,041,793WITHHELD: 1,240,916

VERICEL CORP.’s own tally for this item (“Elect Director: Dominick Colangelo”): 42,041,793 for, 1,240,916 withheld, per its Form 8-K filed 2024-05-03 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Share-of-outstanding not shown: votes cast exceed the reported share count, which usually means multiple share classes with different voting rights.

The 88 asset managers below cast 100% of the shares they voted on this item FOR (25,129,225 for, 0 against).

FOR 99.8%

FOR: 25,129,225 (99.8%)ABSTAIN: 15,000 (0.1%)NOT VOTED: 34,779 (0.1%)

Largest asset managers voting on “Election of Directors: Dominick C. Colangelo” at VERICEL CORP., 2023-2024
Asset manager	For	Abstain	Vote
BlackRock	5,481,922	0	For
Vanguard	3,275,036	0	For
Fidelity	2,809,226	0	For
Brown Capital Management Mutual Funds	2,214,678	0	For
CONESTOGA FUNDS	1,617,309	0	For
State Street	1,589,439	289	For
Waddell & Reed	655,928	0	For
Loomis Sayles	644,126	0	For
TIAA	605,790	0	For
Dimensional	564,092	0	For
Columbia Threadneedle	551,831	0	For
Thrivent	455,006	0	For
PROFESSIONALLY MANAGED PORTFOLIOS	425,000	0	For
Charles Schwab	401,727	0	For
Nationwide	382,566	0	For
WILLIAM BLAIR FUNDS	265,380	0	For
Allspring	252,362	0	For
Jackson National	219,068	0	For
Bridge Builder Trust	212,579	0	For
Invesco	205,437	0	For
Brighthouse	147,127	7,751	For
MoA Funds Corp	135,515	0	For
CARILLON SERIES TRUST	132,443	0	For
Equitable	126,041	0	For
AMG FUNDS	124,067	0	For

Showing the 25 largest of 88 asset managers. See all 88 in the interactive database.

6. Election of Directors: Heidi Hagen

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

81% Majority: yes · of votes cast

FOR 81%WITHHELD 19%

FOR: 35,218,337WITHHELD: 8,064,372

VERICEL CORP.’s own tally for this item (“Elect Director: Heidi Hagen”): 35,218,337 for, 8,064,372 withheld, per its Form 8-K filed 2024-05-03 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Share-of-outstanding not shown: votes cast exceed the reported share count, which usually means multiple share classes with different voting rights.

The 88 asset managers below cast 100% of the shares they voted on this item FOR (21,209,072 for, 0 against).

FOR 84%ABSTAIN 16%

FOR: 21,209,072 (84.2%)ABSTAIN: 3,935,153 (15.6%)NOT VOTED: 34,779 (0.1%)

Largest asset managers voting on “Election of Directors: Heidi Hagen” at VERICEL CORP., 2023-2024
Asset manager	For	Abstain	Vote
BlackRock	5,481,922	0	For
Vanguard	3,275,036	0	For
Fidelity	2,809,226	0	For
Brown Capital Management Mutual Funds	2,214,678	0	For
CONESTOGA FUNDS	1,617,309	0	For
State Street	3,013	1,586,715	Abstain
Waddell & Reed	0	655,928	Abstain
Loomis Sayles	0	644,126	Abstain
TIAA	605,790	0	For
Dimensional	564,092	0	For
Columbia Threadneedle	0	551,831	Abstain
Thrivent	455,006	0	For
PROFESSIONALLY MANAGED PORTFOLIOS	425,000	0	For
Charles Schwab	401,727	0	For
Nationwide	382,566	0	For
WILLIAM BLAIR FUNDS	265,380	0	For
Allspring	252,362	0	For
Jackson National	219,068	0	For
Bridge Builder Trust	212,579	0	For
Invesco	205,437	0	For
Brighthouse	16,746	138,132	Abstain
MoA Funds Corp	135,515	0	For
CARILLON SERIES TRUST	132,443	0	For
Equitable	126,041	0	For
AMG FUNDS	124,067	0	For

Showing the 25 largest of 88 asset managers. See all 88 in the interactive database.

7. Election of Directors: Kevin F. McLaughlin

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 42,263,852WITHHELD: 1,018,857

VERICEL CORP.’s own tally for this item (“Elect Director: Kevin McLaughlin”): 42,263,852 for, 1,018,857 withheld, per its Form 8-K filed 2024-05-03 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Share-of-outstanding not shown: votes cast exceed the reported share count, which usually means multiple share classes with different voting rights.

The 88 asset managers below cast 100% of the shares they voted on this item FOR (25,129,269 for, 0 against).

FOR 99.8%

FOR: 25,129,269 (99.8%)ABSTAIN: 14,956 (0.1%)NOT VOTED: 34,779 (0.1%)

Largest asset managers voting on “Election of Directors: Kevin F. McLaughlin” at VERICEL CORP., 2023-2024
Asset manager	For	Abstain	Vote
BlackRock	5,481,922	0	For
Vanguard	3,275,036	0	For
Fidelity	2,809,226	0	For
Brown Capital Management Mutual Funds	2,214,678	0	For
CONESTOGA FUNDS	1,617,309	0	For
State Street	1,589,483	245	For
Waddell & Reed	655,928	0	For
Loomis Sayles	644,126	0	For
TIAA	605,790	0	For
Dimensional	564,092	0	For
Columbia Threadneedle	551,831	0	For
Thrivent	455,006	0	For
PROFESSIONALLY MANAGED PORTFOLIOS	425,000	0	For
Charles Schwab	401,727	0	For
Nationwide	382,566	0	For
WILLIAM BLAIR FUNDS	265,380	0	For
Allspring	252,362	0	For
Jackson National	219,068	0	For
Bridge Builder Trust	212,579	0	For
Invesco	205,437	0	For
Brighthouse	147,127	7,751	For
MoA Funds Corp	135,515	0	For
CARILLON SERIES TRUST	132,443	0	For
Equitable	126,041	0	For
AMG FUNDS	124,067	0	For

Showing the 25 largest of 88 asset managers. See all 88 in the interactive database.

8. Election of Directors: Lisa Wright

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%

FOR: 40,724,522WITHHELD: 2,558,187

VERICEL CORP.’s own tally for this item (“Elect Director: Lisa Wright”): 40,724,522 for, 2,558,187 withheld, per its Form 8-K filed 2024-05-03 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Share-of-outstanding not shown: votes cast exceed the reported share count, which usually means multiple share classes with different voting rights.

The 88 asset managers below cast 100% of the shares they voted on this item FOR (24,345,199 for, 0 against).

FOR 97%

FOR: 24,345,199 (96.7%)ABSTAIN: 799,026 (3.2%)NOT VOTED: 34,779 (0.1%)

Largest asset managers voting on “Election of Directors: Lisa Wright” at VERICEL CORP., 2023-2024
Asset manager	For	Abstain	Vote
BlackRock	5,481,922	0	For
Vanguard	3,275,036	0	For
Fidelity	2,809,226	0	For
Brown Capital Management Mutual Funds	2,214,678	0	For
CONESTOGA FUNDS	1,617,309	0	For
State Street	1,589,279	449	For
Waddell & Reed	655,928	0	For
Loomis Sayles	0	644,126	Abstain
TIAA	605,790	0	For
Dimensional	564,092	0	For
Columbia Threadneedle	551,831	0	For
Thrivent	455,006	0	For
PROFESSIONALLY MANAGED PORTFOLIOS	425,000	0	For
Charles Schwab	401,727	0	For
Nationwide	382,566	0	For
WILLIAM BLAIR FUNDS	265,380	0	For
Allspring	252,362	0	For
Jackson National	219,068	0	For
Bridge Builder Trust	212,579	0	For
Invesco	205,437	0	For
Brighthouse	16,746	138,132	Abstain
MoA Funds Corp	135,515	0	For
CARILLON SERIES TRUST	132,443	0	For
Equitable	126,041	0	For
AMG FUNDS	124,067	0	For

Showing the 25 largest of 88 asset managers. See all 88 in the interactive database.

9. Election of Directors: Paul K. Wotton

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%7%

FOR: 40,144,951WITHHELD: 3,137,758

VERICEL CORP.’s own tally for this item (“Elect Director: Paul Wotton”): 40,144,951 for, 3,137,758 withheld, per its Form 8-K filed 2024-05-03 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Share-of-outstanding not shown: votes cast exceed the reported share count, which usually means multiple share classes with different voting rights.

The 88 asset managers below cast 100% of the shares they voted on this item FOR (24,345,199 for, 0 against).

FOR 97%

FOR: 24,345,199 (96.7%)ABSTAIN: 799,026 (3.2%)NOT VOTED: 34,779 (0.1%)

Largest asset managers voting on “Election of Directors: Paul K. Wotton” at VERICEL CORP., 2023-2024
Asset manager	For	Abstain	Vote
BlackRock	5,481,922	0	For
Vanguard	3,275,036	0	For
Fidelity	2,809,226	0	For
Brown Capital Management Mutual Funds	2,214,678	0	For
CONESTOGA FUNDS	1,617,309	0	For
State Street	1,589,279	449	For
Waddell & Reed	655,928	0	For
Loomis Sayles	0	644,126	Abstain
TIAA	605,790	0	For
Dimensional	564,092	0	For
Columbia Threadneedle	551,831	0	For
Thrivent	455,006	0	For
PROFESSIONALLY MANAGED PORTFOLIOS	425,000	0	For
Charles Schwab	401,727	0	For
Nationwide	382,566	0	For
WILLIAM BLAIR FUNDS	265,380	0	For
Allspring	252,362	0	For
Jackson National	219,068	0	For
Bridge Builder Trust	212,579	0	For
Invesco	205,437	0	For
Brighthouse	16,746	138,132	Abstain
MoA Funds Corp	135,515	0	For
CARILLON SERIES TRUST	132,443	0	For
Equitable	126,041	0	For
AMG FUNDS	124,067	0	For

Showing the 25 largest of 88 asset managers. See all 88 in the interactive database.

10. Election of Directors: Robert L. Zerbe

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 41,278,370WITHHELD: 2,004,339

VERICEL CORP.’s own tally for this item (“Elect Director: Robert Zerbe”): 41,278,370 for, 2,004,339 withheld, per its Form 8-K filed 2024-05-03 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Share-of-outstanding not shown: votes cast exceed the reported share count, which usually means multiple share classes with different voting rights.

The 88 asset managers below cast 100% of the shares they voted on this item FOR (25,090,124 for, 0 against).

FOR 99.6%

FOR: 25,090,124 (99.6%)ABSTAIN: 54,101 (0.2%)NOT VOTED: 34,779 (0.1%)

Largest asset managers voting on “Election of Directors: Robert L. Zerbe” at VERICEL CORP., 2023-2024
Asset manager	For	Abstain	Vote
BlackRock	5,481,922	0	For
Vanguard	3,275,036	0	For
Fidelity	2,809,226	0	For
Brown Capital Management Mutual Funds	2,214,678	0	For
CONESTOGA FUNDS	1,617,309	0	For
State Street	1,589,278	450	For
Waddell & Reed	655,928	0	For
Loomis Sayles	644,126	0	For
TIAA	605,790	0	For
Dimensional	564,092	0	For
Columbia Threadneedle	551,831	0	For
Thrivent	455,006	0	For
PROFESSIONALLY MANAGED PORTFOLIOS	425,000	0	For
Charles Schwab	401,727	0	For
Nationwide	382,566	0	For
WILLIAM BLAIR FUNDS	265,380	0	For
Allspring	252,362	0	For
Jackson National	219,068	0	For
Bridge Builder Trust	212,579	0	For
Invesco	205,437	0	For
Brighthouse	147,127	7,751	For
MoA Funds Corp	135,515	0	For
CARILLON SERIES TRUST	132,443	0	For
Equitable	126,041	0	For
AMG FUNDS	124,067	0	For

Showing the 25 largest of 88 asset managers. See all 88 in the interactive database.

11. Election of Directors: Steven C. Gilman

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 42,205,350WITHHELD: 1,077,359

VERICEL CORP.’s own tally for this item (“Elect Director: Steven Gilman”): 42,205,350 for, 1,077,359 withheld, per its Form 8-K filed 2024-05-03 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Share-of-outstanding not shown: votes cast exceed the reported share count, which usually means multiple share classes with different voting rights.

The 88 asset managers below cast 100% of the shares they voted on this item FOR (25,129,269 for, 0 against).

FOR 99.8%

FOR: 25,129,269 (99.8%)ABSTAIN: 14,956 (0.1%)NOT VOTED: 34,779 (0.1%)

Largest asset managers voting on “Election of Directors: Steven C. Gilman” at VERICEL CORP., 2023-2024
Asset manager	For	Abstain	Vote
BlackRock	5,481,922	0	For
Vanguard	3,275,036	0	For
Fidelity	2,809,226	0	For
Brown Capital Management Mutual Funds	2,214,678	0	For
CONESTOGA FUNDS	1,617,309	0	For
State Street	1,589,483	245	For
Waddell & Reed	655,928	0	For
Loomis Sayles	644,126	0	For
TIAA	605,790	0	For
Dimensional	564,092	0	For
Columbia Threadneedle	551,831	0	For
Thrivent	455,006	0	For
PROFESSIONALLY MANAGED PORTFOLIOS	425,000	0	For
Charles Schwab	401,727	0	For
Nationwide	382,566	0	For
WILLIAM BLAIR FUNDS	265,380	0	For
Allspring	252,362	0	For
Jackson National	219,068	0	For
Bridge Builder Trust	212,579	0	For
Invesco	205,437	0	For
Brighthouse	147,127	7,751	For
MoA Funds Corp	135,515	0	For
CARILLON SERIES TRUST	132,443	0	For
Equitable	126,041	0	For
AMG FUNDS	124,067	0	For

Showing the 25 largest of 88 asset managers. See all 88 in the interactive database.

12. 14A Executive Compensation

SECTION 14A SAY-ON-PAY VOTES

72% fund support · no official result

FOR 72%AGAINST 28%

The 4 asset managers below cast 72% of the shares they voted on this item FOR (90,517 for, 35,745 against).

FOR: 90,517 (71.7%)AGAINST: 35,745 (28.3%)

Largest asset managers voting on “14A Executive Compensation” at VERICEL CORP., 2023-2024
Asset manager	For	Against	Vote
Summit Creek Advisors LLC	85,193	0	For
Baker Avenue Asset Management, LP	0	35,745	Against
Cornerstone Investment Partners, LLC	5,100	0	For
Granite Investment Partners, LLC	224	0	For

13. 14A Executive Compensation Vote Frequency

SECTION 14A SAY-ON-PAY VOTES

— fund support · no official result

ONE YEAR 94%

No shares were cast for or against this item by the managers below — every disclosed position was an abstention or was not voted.

ONE YEAR: 85,193 (94.1%)1 YEAR: 5,324 (5.9%)

Largest asset managers voting on “14A Executive Compensation Vote Frequency” at VERICEL CORP., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Summit Creek Advisors LLC	0	0	0	0	One Year
Cornerstone Investment Partners, LLC	0	0	0	0	1 Year
Granite Investment Partners, LLC	0	0	0	0	1 Year
Baker Avenue Asset Management, LP	0	0	0	0	--

14. Advisory Vote on Say on Pay Frequency

SECTION 14A SAY-ON-PAY VOTES

100% fund support · no official result

14%ONE YEAR 81%

The 4 asset managers below cast 100% of the shares they voted on this item FOR (86,433 for, 0 against).

FOR: 86,433 (13.5%)ONE YEAR: 517,105 (81.0%)NOT VOTED: 34,779 (5.4%)

Largest asset managers voting on “Advisory Vote on Say on Pay Frequency” at VERICEL CORP., 2023-2024
Asset manager	For	Vote
JPMorgan	0	One Year
NORDEA INVESTMENT MANAGEMENT AB	86,433	For
EFG Asset Management (North America) Corp.	0	One Year
Empower	0	Not Voted

15. DIRECTOR

DIRECTOR ELECTIONS

Combines 2 wordings of this item as funds reported it.

100% fund support · no official result

FOR 100%

The 3 asset managers below cast 100% of the shares they voted on this item FOR (11,229 for, 0 against).

FOR: 11,229 (100.0%)

Largest asset managers voting on “DIRECTOR” at VERICEL CORP., 2023-2024
Asset manager	For	Vote
Jackson Creek Investment Advisors LLC	7,248	For
SYNTAX ETF TRUST	3,889	For
Boltwood Capital Management	92	For

Largest VERICEL CORP. shareholders voting in 2023-2024

Ranked by the number of VERICEL CORP. shares each manager voted on the most widely held ballot item of the 2023-2024 meeting, shown as a share of the 48,489,000 shares outstanding at the time of that meeting.

Top VERICEL CORP. shareholders by shares voted, 2023-2024
#	Asset manager	% of shares outstanding
1	BlackRock	14.77%
2	Fidelity	9.56%
3	State Street	8.47%
4	Vanguard	7.02%
5	BROWN CAPITAL MANAGEMENT LLC	6.07%
6	Brown Capital Management Mutual Funds	4.57%
7	CONESTOGA FUNDS	3.34%
8	NEW YORK STATE COMMON RETIREMENT FUND	2.19%
9	GW&K Investment Management, LLC	2.18%
10	GEODE CAPITAL MANAGEMENT, LLC	2.13%

Reported VERICEL CORP. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

VERICEL CORP. beneficial owners on record for the 2023-2024 proxy season
Holder	% outstanding	Disclosure
BlackRock	15.61%	13F
Brown Capital Management, LLC	14.06%	DEF14A
Vanguard Group	7.25%	13F
State Street	6.63%	13F
RTW Investments, LP	6.63%	DEF14A
Conestoga Capital Advisors, LLC	5.15%	DEF14A
FMR (Fidelity)	4.16%	13F
Dominick Colangelo	3.47%	DEF14A
Dimensional Fund Advisors	1.32%	13F
Morgan Stanley	1.14%	13F

Percentages above are of 48,489,000 shares outstanding, as reported by VERICEL CORP. on its Form 10-Q dated 2024-03-31 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from VERICEL CORP.’s 10-Q dated 2024-03-31. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At VERICEL CORP.'s shareholder meeting held 2024-05-01, in the 2023-2024 proxy season, 299 asset managers reported how they voted in their SEC Form N-PX filings, covering 3,768 separate fund positions. Their filings are grouped here into 15 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — To approve, on an advisory basis, the compensation of Vericel Corporation's named executive… — FOR was 95% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: VERICEL CORP.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on 2024-05-03.

VERICEL CORP. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.