Cryo-Cell Sets Oct. 21 Shareholder Meeting for Director Elections, Auditor Ratification

TL;DR

**CCEL's upcoming shareholder meeting is a routine governance check, but keep an eye on executive compensation votes for any dissent.**

AI Summary

Cryo-Cell International, Inc. (CCEL) is holding its Annual Meeting on October 21, 2025, to elect four directors, ratify Wipfli LLP as its independent auditor for fiscal year 2025, and approve a non-binding advisory resolution on executive compensation. The company's 2024 Annual Report on Form 10-K is available, indicating the fiscal year ended November 30, 2024. The Board of Directors, currently set at four members, held eight meetings in fiscal year 2024, with all directors attending at least 75% of meetings. The Audit Committee, chaired by Harold D. Berger, met four times, and the Compensation Committee, chaired by Daniel Mizrahi, met once. The record date for voting is September 15, 2025, with 8,062,159 shares outstanding. Specific revenue and net income figures are not provided in this DEF 14A filing, which focuses on governance and executive compensation proposals.

Why It Matters

This DEF 14A filing outlines key governance decisions for Cryo-Cell International, Inc., directly impacting investor confidence through board composition and auditor oversight. The election of four directors, including Co-CEOs David I. Portnoy and Mark L. Portnoy, will shape the company's strategic direction in the competitive cord blood banking industry. Ratifying Wipfli LLP as the independent auditor ensures continued financial transparency, crucial for investors evaluating the company's health against rivals. The advisory vote on executive compensation provides a mechanism for shareholders to voice opinions on management incentives, influencing accountability and potentially long-term performance.

Risk Assessment

Risk Level: low — The filing primarily concerns routine governance matters such as director elections and auditor ratification, which are standard for public companies. There are no indications of significant financial distress, hostile takeover attempts, or major operational changes that would elevate the risk level. The proposals are standard and expected, with 8,062,159 shares outstanding on the record date of September 15, 2025.

Analyst Insight

Investors should review the qualifications of the director nominees, particularly Harold D. Berger as an Audit Committee financial expert, and consider the implications of the advisory vote on executive compensation. While the proposals are routine, active participation ensures alignment with governance best practices. Vote FOR the Board's recommendations on directors and auditors, and consider your stance on executive compensation.

Key Numbers

• October 21, 2025 — Annual Meeting Date (Date for Cryo-Cell International, Inc.'s Annual Meeting of Stockholders)
• September 15, 2025 — Record Date (Date for determining stockholders entitled to vote at the Annual Meeting)
• 8,062,159 — Shares Outstanding (Number of common shares outstanding on the record date)
• 4 — Director Nominees (Number of individuals nominated for election to the Board of Directors)
• 8 — Board Meetings (Number of Board of Directors meetings held during fiscal year ended November 30, 2024)
• 4 — Audit Committee Meetings (Number of Audit Committee meetings held during the last fiscal year)
• 1 — Compensation Committee Meetings (Number of Compensation Committee meetings held during the last fiscal year)
• 75% — Director Attendance (Minimum attendance rate for directors at board and committee meetings in fiscal year 2024)

Key Players & Entities

• CRYO-CELL INTERNATIONAL INC (company) — Registrant for DEF 14A filing
• David I. Portnoy (person) — Chairman and Co-Chief Executive Officer, Director Nominee
• Mark L. Portnoy (person) — Co-Chief Executive Officer, Director Nominee
• Harold D. Berger (person) — Director Nominee, Chairman of Audit Committee, Audit Committee financial expert
• Daniel Mizrahi (person) — Director Nominee, Chairman of Compensation Committee
• Wipfli LLP (company) — Independent registered public accountants for fiscal year ending November 30, 2025
• Jill Taymans (person) — Vice President, Finance and Chief Financial Officer
• Oleg Mikulinsky (person) — Chief Information Officer
• SEC (regulator) — Securities and Exchange Commission
• $60 million (dollar_amount) — Purchase budget for Cohesa, S.A. – Toolcraft where Daniel Mizrahi was Director of Purchasing

FAQ

Industry Context

Cryo-Cell International operates within the cord blood banking industry, a niche sector focused on preserving stem cells for potential future medical use. This industry is characterized by long-term storage contracts, significant investment in laboratory infrastructure, and a strong emphasis on regulatory compliance and scientific validation. Growth is driven by increasing awareness of stem cell therapies and advancements in regenerative medicine.

Regulatory Implications

As a company involved in biological material storage, Cryo-Cell is subject to stringent regulatory oversight from bodies like the FDA. Compliance with Good Manufacturing Practices (GMP) and other health regulations is critical for maintaining operational integrity and public trust. Any lapses in compliance could lead to significant penalties and reputational damage.

What Investors Should Do

1. Review Director Nominees
2. Evaluate Executive Compensation
3. Confirm Auditor Ratification

Key Dates

• 2025-10-21: Annual Meeting of Stockholders — This is the date for the annual meeting where key corporate decisions, including director elections and advisory votes, will be made.
• 2025-09-15: Record Date — Establishes the list of shareholders eligible to vote at the Annual Meeting. Only shareholders of record on this date can participate in voting.
• 2024-11-30: Fiscal Year End — Marks the end of the fiscal year for which the accompanying Annual Report on Form 10-K provides financial information.
• 2025-09-26: Proxy Statement and Notice Distribution — Indicates when shareholders begin receiving the official proxy materials, informing them about the meeting and proposals.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders about matters to be voted on at an annual meeting. (This document is the primary source of information for the annual meeting, outlining proposals, director nominees, and executive compensation.)

Proxy Statement

A document that provides shareholders with information about a company's annual meeting and the matters to be voted upon. (This is the core document being analyzed, detailing the agenda and proposals for the Cryo-Cell International, Inc. annual meeting.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive dividends, vote on corporate matters, or receive other distributions. (Determines who has the right to vote at the October 21, 2025, Annual Meeting.)

Quorum

The minimum number of shareholders required to be present (in person or by proxy) at a meeting for business to be legally transacted. (For Cryo-Cell's meeting, one-third of the shares entitled to vote must be present to conduct business.)

Plurality of Votes Cast

A voting system where the candidate who receives the most votes is elected, even if they do not receive a majority (more than 50%) of the votes. (This is the voting standard for electing directors at Cryo-Cell's annual meeting.)

Advisory Vote

A non-binding vote by shareholders on a particular resolution, such as executive compensation. The company is not legally obligated to follow the outcome but typically considers shareholder sentiment. (Shareholders will cast an advisory vote on executive compensation (Proposal 3).)

Year-Over-Year Comparison

This DEF 14A filing focuses on the upcoming annual meeting and governance proposals. Specific comparative financial data from the previous year's proxy statement or 10-K is not detailed within this document. However, the filing references the fiscal year ended November 30, 2024, indicating that the accompanying 10-K report would contain year-over-year financial comparisons, including revenue, net income, and margins.

Key Financial Figures

• $1 billion — trading portfolio ranging in size from $1 billion to $7 billion. In addition to the finan
• $7 billion — olio ranging in size from $1 billion to $7 billion. In addition to the finance experience,
• $30 million — on (NBA) players totaling approximately $30 million. Mr. Portnoy graduated Phi Beta Kappa f
• $60 million — with a purchase budget of approximately $60 million per year. From 2003-2008, Mr. Mizrahi s

Filing Documents

• ccel-2025_proxy_statemen.htm (DEF 14A) — 507KB
• img121449358_0.jpg (GRAPHIC) — 34KB
• img121449358_1.jpg (GRAPHIC) — 794KB
• img121449358_2.jpg (GRAPHIC) — 268KB
• 0001193125-25-220757.txt ( ) — 2018KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 9 EXECUTIVE AND DIRECTOR COMPENSATION 11 SUMMARY COMPENSATION TABLE 11 RELATED PARTY TRANSACTIONS 15 PROPOSAL 3 – ADVISORY VOTE ON EXECUTIVE COMPENSATION 16 PROPOSAL 4 – OTHER BUSINESS 16 2026 ANNUAL MEETING STOCKHOLDER PROPOSALS 16 PROX Y STATEMENT CRYO-CELL INTERNATIONAL, INC. This Proxy Statement is furnished to the stockholders of Cryo-Cell International, Inc. (the “Company”) in connection with the Annual Meeting of Stockholders and any adjournments or postponements thereof (the “Annual Meeting”). The Annual Meeting will be held at Cryo-Cell International, Inc., 700 Brooker Creek Blvd., Suite 1800, Oldsmar, Florida 34677, on October 21, 2025 at 11:00 a.m., local time. This Proxy Statement and the Notice of Annual Meeting of Stockholders are being provided to stockholders beginning on or about September 26, 2025. A copy of the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2024 accompanies this Proxy Statement. The Company, a Delaware corporation, has its principal executive offices at 700 Brooker Creek Blvd., Suite 1800, Oldsmar, Florida 34677. The Annual Meeting is being held for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. Stockholders Entitled to Vote Only holders of record of our shares of common stock at the close of business on September 15, 2025 are entitled to notice of and to vote at the Annual Meeting and at any adjournments or postponements of the Annual Meeting. Each share entitles its holder to one vote on each matter presented at the Annual Meeting. The holders of one-third of the shares entitled to vote at the Annual Meeting must be present in person or represented by proxy in order to constitute a quorum for all matters to come before the Annual Meeting. On the record date, there were 8,062,159 shares outstanding. Vote Requir

View Full Filing

View this DEF 14A filing on SEC EDGAR