BioLife Solutions (BLFS) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting will be held virtually on August 1, 2024, with voting available online, by phone, or by mail, and stockholders are encouraged to vote promptly to ensure representation.

• The meeting will address the election of five directors, an advisory vote on executive compensation, and ratification of the independent auditor, with the Board recommending approval of all proposals.

• Only stockholders of record as of June 3, 2024, are entitled to vote, with 46,068,755 shares of Common Stock outstanding and 2,474,660 unvested restricted shares with voting rights.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact, with paper copies available upon request.

Voting matters and shareholder proposals

• Proposals include: election of five directors, advisory approval of executive compensation, and ratification of Grant Thornton LLP as independent auditor for 2024.

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

• Plurality voting applies for directors; majority of votes cast required for other proposals.

• Shareholder proposals and director nominations for the 2025 meeting must comply with SEC rules and company bylaws, with deadlines specified.

Board of directors and corporate governance

• The Board will reduce from six to five members after the meeting, with five nominees standing for election.

• Committees include Audit, Compensation, and Governance/Nominating, all with independent members.

• Codes of Business Conduct and Ethics are in place for all employees and senior officers, with public disclosure of amendments or waivers.

• Board diversity matrix shows a mix of gender and backgrounds among six directors as of December 31, 2023.