Cytosorbents Corp Holds 2026 Annual Meeting, Approves Reverse Stock Split

What Happened Cytosorbents Corporation filed an 8-K reporting the results of its 2026 Annual Meeting of Stockholders held on August 13, 2026. At the meeting the company elected five directors (Dr. Phillip P. Chan; Michael Bator; Dr. Edward R. Jones; Alan D. Sobel; Jiny Kim), approved the non-binding advisory vote on executive compensation, ratified WithumSmith+Brown, PC as its independent registered public accounting firm for fiscal 2026, and approved a charter amendment authorizing a reverse stock split at a ratio of not less than 1-for-5 and not greater than 1-for-20, with the exact ratio to be set by the Board within one year. An adjournment proposal was also approved but was not needed.

Key Details

• Shares and quorum: 62,842,748 shares outstanding on the June 15, 2026 record date; 42,487,327 shares were represented at the meeting (quorum).
• Director elections: all five nominees were elected; votes for Dr. Phillip P. Chan were 24,912,770 for / 2,335,062 against / 214,792 abstain (other nominees received similar vote totals). There were 15,024,703 broker non-votes recorded.
• Say-on-pay and auditor ratification: advisory approval of named executive officer compensation — 21,831,424 for / 2,988,267 against / 2,642,933 abstain (plus 15,024,703 broker non-votes); WithumSmith+Brown ratified — 41,517,193 for / 864,322 against / 105,812 abstain.
• Reverse split vote: approved — 38,982,990 for / 2,387,026 against / 1,117,311 abstain; Board may choose a split between 1-for-5 and 1-for-20 at any time within one year.

Why It Matters The approved reverse stock split authorization allows the Board to reduce the number of outstanding shares (between 1-for-5 and 1-for-20), which will increase the per-share price if implemented and can affect liquidity, trading float, and compliance with exchange/listing requirements. The say-on-pay vote was advisory (non-binding), and the ratification of the independent auditor preserves accounting continuity for 2026. The substantial broker non-votes indicate many institutional proxies did not vote on certain proposals, which can affect vote tallies for matters requiring a majority of outstanding shares.