BioLife Solutions (BLFS) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for August 20, 2025, and will be held virtually, allowing shareholders to vote and submit questions online.

• Shareholders will vote on the election of seven directors, an advisory say-on-pay vote, and the ratification of Grant Thornton LLP as the external auditor for 2025.

• The company completed three divestitures in 2024, streamlining operations and generating $74.7 million in cash, with a focus on bioproduction products and services for the cell and gene therapy market.

• Revenue for 2024 increased 8% year-over-year to $82.3 million, with positive adjusted EBITDA of $15.6 million (19% of revenue).

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of seven directors, (2) advisory approval of executive compensation, and (3) ratification of Grant Thornton LLP as independent auditor for 2025.

• The board recommends voting FOR all director nominees, FOR the say-on-pay proposal, and FOR auditor ratification.

• Shareholders may submit proposals or director nominations for the 2026 meeting by following SEC and bylaw requirements.

Board of directors and corporate governance

• The board consists of seven members, with six deemed independent under Nasdaq rules.

• The board has Audit, Compensation, and Governance and Nominating Committees, all composed of independent directors.

• The board oversees risk management directly and through its committees, with regular reporting and a focus on strategic, financial, and compliance risks.

• Codes of Business Conduct and Ethics are in place for all employees and senior officers.