UNITED STATES

---

ThermoGenesis Corp.

2711 Citrus Road

Rancho Cordova, CA 95742

Telephone (916) 858-5100

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD DECEMBER 7, 2012

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of ThermoGenesis Corp. (the "Company" or "ThermoGenesis"), a Delaware corporation, will be held at the Sacramento Marriott, Rancho Cordova, located at 11211 Point East Dr., Rancho Cordova, California 95742, on Friday, December 7, 2012, at 9:00 a.m. (PST) for the following purposes:

1.	To elect five (5) directors to hold office until the next Annual Meeting of Stockholders or until their successors are elected and qualified;

2.	To approve the adoption of the 2012 Independent Director Equity Plan;

3.	To consider and act upon a proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the 2013 fiscal year; and

4.	To transact such other business as may properly come before the meeting, including adjournment.

These items are described more fully in the proxy statement to this notice.  Please give your careful attention to all of the information in the proxy statement.

The Board of Directors of the Company has fixed the close of business on October 16, 2012, as the record date for determining those stockholders who will be entitled to vote at the meeting or any postponement or adjournment thereof. Stockholders are invited to attend the meeting in person.

 

	By Order of the Board of Directors
	/s/ David C. Adams
	Mr. David C. Adams
	Corporate Secretary
October 16, 2012
Rancho Cordova, California

 

 

2.	To approve the adoption of the 2012 Independent Director Plan;

3.	To consider and act upon a proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the 2013 fiscal year; and

4.	To transact such other business as may properly come before the meeting, including adjournment.

1

 

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

 

 

---

 

The following table describes the potential payments upon a hypothetical termination without cause or due to a change in control of the Company on June 30, 2012 for the NEO's. The actual amounts that may be paid upon an executive's termination of employment can only be determined at the actual time of such termination.

(1)	Payable in a lump-sum payment.

(2)	This table does not include an estimate for the acceleration of vesting of stock options upon a change in control as this benefit is available to all employees with outstanding stock options as provided in the Equity Plans at the discretion of the Plan Administrator.

(3)	The CEO's Employment Agreement also provides for a one-time payment equal to twelve months base salary in the event there is a Change of Control and the CEO continues to work in his current position with no significant changes.

(4)	Payable in biweekly installments for one year.

Under the Company's Executive Change of Control Policy, "change of control" means an event involving one transaction or a related series of transactions in which one of the following occurs:

 

i)	the Company issues securities equal to 50% or more of the Company's issued and outstanding voting securities, determined as a single class;

ii)	the Company issues securities equal to 50% or more of the issued and outstanding common stock of the Company in connection with a merger, consolidation or other business combination;

iii)	the Company is acquired in a merger or other business combination transaction in which the Company is not the surviving company; or

iv)	all or substantially all of the Company's assets are sold or transferred.

Under the employment agreement of Mr. Plavan "cause" is defined as:

i)	willful or habitual breach of Executive's duties;

ii)	fraud, dishonesty, deliberate injury or intentional material misrepresentation by Executive to Employer or any others;

iii)	embezzlement, theft or conversion by Executive;

iv)	unauthorized disclosure or other use of Employer's trade secrets, customer lists or confidential information;

v)	habitual misuse of alcohol or any non-prescribed drug or intoxicant;

vi)	willful misconduct that causes material harm to Employer,

vii)	willful violation of any other standards of conduct as set forth in Employer's employee manual and policies,

viii)

conviction of or plea of guilty or nolo contendere to a felony or misdemeanor involving moral turpitude,

ix)	continuing failure to communicate and fully disclose material information to the Board of Directors, the failure of which would adversely impact the Company or may result in a violation of state or federal law, including securities laws, or

x)	debarment by any federal agency that would limit or prohibit Executive from serving in his capacity for Employer under this Agreement.

 

 

---

 

Under the employment agreement, "change of control" means an event involving one transaction or a related series of transactions in which one of the following occurs:

v)	the Company issues securities equal to 33% or more of the Company's issued and outstanding voting securities, determined as a single class;

vi)	the Company issues securities equal to 33% or more of the issued and outstanding common stock of the Company in connection with a merger, consolidation or other business combination;

vii)	the Company is acquired in a merger or other business combination transaction in which the Company is not the surviving company; or

viii)

all or substantially all of the Company's assets are sold or transferred.

 

Long-term Equity Compensation

The Compensation Committee provides the Company's executive officers with long-term equity compensation in the form of stock option grants or restricted stock grants under the Company's 2006 Equity Incentive Plan (the "Equity Plan"). The ability to provide equity incentives, through the granting of stock options and other equity-based compensation, gives the Compensation Committee the ability to create a combination of cash and stock-based incentive compensation programs to promote high performance and achievement of corporate goals by executives and employees. The Compensation Committee believes that stock based compensation provides the Company's executive officers with the opportunity to maintain an equity interest in the Company and to share in the appreciation of the value of the Company's common stock, thereby motivating the executive to maximize long-term stockholder value. It is the Company's practice to grant options or restricted stock from time to time to executive officers at the fair market value of the Company's common stock on the date of grant. The option grants also place what can be a significant element of compensation at risk, because stock options have value for the executive only if the market price of the Company's stock increases above the fair market value on the grant date and the executive remains in the Company's employ for the period required for the shares to vest. The Compensation Committee considers each grant subjectively, considering factors such as the individual performance of the executive officer, the anticipated contribution of the executive officer to the attainment of the Company's long-term strategic performance goals and the need to retain key employees. The number of stock options or restricted stock shares granted to other executives in prior years and the total number of shares available for issuance under the Equity Plans are also taken into consideration.

Stock options typically have been granted to executive officers when the executive first joins the Company, in connection with a significant change in responsibilities, in response to changes in industry practices and, occasionally, to achieve equity within a peer group. The Compensation Committee may, however, grant additional stock options to executives and employees for other reasons. Awards of equity-based compensation are not routinely made but may occur throughout the year. Stock options granted to the named executive officers have vesting schedules ranging from three to four years. Generally, we do not time the granting of our options or awards with any favorable or unfavorable news released by the Company, except that on occasion, the Compensation Committee times the grant to occur after information concerning the Company is publicly released.

 

---

 

 

Although the Company has historically only issued stock options and restricted shares, it may in the future grant stock appreciation rights, or other equity-based compensation as permitted in the Equity Plans and as determined appropriate by the Compensation Committee.

In July 2011, all officer and director level employees were granted shares of restricted stock with a three year vesting.  The amount of the grant was based on the employee's position level.

Bonuses

The bonus component of executive compensation is designed to reflect the Compensation Committee's belief that a portion of the compensation of each executive officer should be contingent upon the performance of the Company, as well as the individual contribution of each executive officer. The bonus is intended to motivate and reward executive officers by allowing the executive officers to directly benefit from the success of the Company.  However, we have from time to time paid signing, retention, referral or other bonuses to particular executive officers. Our executive employment contract provides generally for a discretionary bonus of up to 35% of the executive's base salary, which is to be determined by the Compensation Committee based on individual performance criteria and Company achievement of profitability during the year.

In July 2009, the Compensation Committee approved the Management Bonus Plan (MBP) whose purpose is to align the Corporate and Management focus and to reward and retain high performers.  The MBP is an objective-based, results-oriented program that is driven by corporate objectives and is paid out by overall corporate and individual performance.  The MBP consists of a measure of corporate and personal objectives, an "At Plan" bonus rate and a multiplier methodology that measures a payout at the end of the fiscal year.  A condition of the original plan was no bonuses are to be paid unless the Company achieves profitability.  As the Company did not attain profitability in fiscal 2011, no bonuses were earned or paid out under the MBP.  In July 2011, effective for fiscal 2012, the MBP was revised to provide for a payout if the Company attains at least 90% of its Financial Corporate objectives during the fiscal year.  The Financial Corporate objective will be comprised of three equally important key components, per the approved Annual Budget:  A) Net Sales, B) Operating profit/loss (pre-tax), and C) Cash Flow.  No bonuses were paid out under the MBP in fiscal 2012 as the Company did not attain 90% of its financial objectives.

In July 2011, the Compensation Committee awarded a discretionary bonus to Mel Engle the former Chief Executive Officer.

As Vice President of Commercial Operations & Marketing, Mr. Baker is eligible for a sales commission program in which approximately 35% of his base salary has been established as the commission pool, paid out based upon performance to quarterly goals.  Historically, the V.P. of sales has achieved approximately 30 - 36% of his annual commission pool

 

---

 

Risk Assessment

We do not believe that risks arising from our compensation policies and practices are reasonably likely to have a material adverse effect on the Company.  We believe our approach to goal setting and evaluation of performance results assist in mitigating excessive risk-taking that could harm our value or reward poor judgment by our executives.  We believe we have allocated our compensation among base salary and short-and long-term compensation opportunities in such a way as to not encourage risk-taking.  The multi-year vesting of our equity awards are intended to properly account for the time horizon of risk.  Our insider trading policy prohibits short selling of our Company's stock or the purchase or sale of puts or calls for speculative purposes.

EQUITY COMPENSATION PLANS

The following table provides information for all of the Company's equity compensation plans and individual compensation arrangements in effect as of June 30, 2012.

(1)

Under the Company's 2006 Equity Incentive Plan, the number of shares of common stock equal to six percent (6%) of the number of outstanding shares of the Company are authorized to be used.  Under this provision, the number of shares available to grant for awards will increase at the beginning of each fiscal year if options were granted or additional shares of common stock were issued in the preceding fiscal year.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Audit Committee oversees the financial reporting process for the Company on behalf of the Board of Directors. In fulfilling its oversight responsibilities, the Audit Committee (i) reviews the financial statements, (ii) reviews management's results of testing of the internal controls over the financial reporting process, (iii) reviews and concurs with managements appointment, termination or replacement of the Chief Financial Officer, (iv) consults with and reviews the services provided by the Company's independent registered public accounting firm and makes recommendations to the Board of Directors regarding the selection of the independent registered public accounting firm, and (v) reviews reports received from regulators and other legal and regulatory matters that may have a material effect on the financial statements or related company compliance policies. The Company's management has primary responsibility for preparing the financial statements and establishing the Company's financial reporting process and internal control over financial reporting. Company management is also responsible for its assessment of the effectiveness of internal control over financial reporting. The Company's independent registered public accounting firm, Ernst & Young LLP, is responsible for expressing an opinion on the conformity of the Company's audited financial statements with U.S. generally accepted accounting principles. Depending on the reporting status of the Company, the independent registered public accounting firm may also be responsible for issuing a report on the effectiveness of the Company's internal control over financial reporting. The Audit Committee's responsibilities include oversight of these processes.

 

---

 

In accordance with Statements on Auditing Standards (SAS) No. 61 (codification of Statements on Auditing Standards, AU§ 380), as adopted by the Public Company Oversight Board in Rule 3200T, the audit committee had discussions with management and the independent registered public accounting firm regarding the acceptability and the quality of the accounting principles used in the reports. These discussions included the clarity of the disclosures made therein, the underlying estimates and assumptions used in the financial reporting, and the reasonableness of the significant judgments and management decisions made in developing the financial statements. In addition, the Audit Committee has discussed with the independent registered public accounting firm their independence from the Company and its management and the independent registered public accounting firm provided the written disclosures and the letter required by the Public Company Accounting Oversight Board (PCAOB) Rule 3526, "Communication with Audit Committees Concerning Independence" and considered the compatibility of non-audit services with the independent registered public accounting firm's independence.

The Audit Committee has also met and discussed with the Company's management, and its independent registered public accounting firm, issues related to the overall scope and objectives of the audits conducted, the internal controls used by the Company and the selection of the Company's independent registered public accounting firm. In addition, the Audit Committee discussed with the independent registered public accounting firm, with and without management present, the specific results of audit investigations and examinations and the independent registered public accounting firm's judgments regarding any and all of the above issues.

Pursuant to the reviews and discussions described above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended June 30, 2012, for filing with the Securities and Exchange Commission.

 

 

 

 

 

 

 

 

 

 

 

 

---

 

Fees of Independent Registered Public Accounting Firm

The following table summarizes the fees of Ernst & Young LLP, our independent registered public accounting firm, billed to us for each of the last two fiscal years.

(1)

The audit fees for fiscal 2012 and fiscal 2011 consisted of fees for the audit of our financial statements, the review of the interim financial statements included in our quarterly reports on Form 10-Q, and other professional services provided in connection with statutory and regulatory filings or engagements.

(2)	There were no fees for audit-related services by Ernst & Young LLP for the fiscal years ended June 30, 2012 and 2011.

(3)	Tax fees consist of fees for tax compliance, which relate to the preparation of federal and state tax returns.

(4)

All other fees consist of fees for other permissible work performed by Ernst & Young LLP that does not meet with the above category descriptions.  The fees in fiscal 2011 were for services rendered by tax personnel to assist the Company with the grant application for funding from the Department of Health and Human Services for qualifying therapeutic products. There were no fees for other services by Ernst & Young LLP for the fiscal year ended June 30, 2012.

The Audit Committee pre-approves all audit and non-audit services to be performed by the independent registered public accounting firm in accordance with the Audit Committee Charter.

PROPOSAL NO. 2 APPROVAL OF THE 2012 INDEPENDENT DIRECTOR EQUITY PLAN

Reasons for the Proposal

The Board of Directors believes that stock based awards have been very effective and have proven to be an important component of the Company's overall compensation and incentive strategy for Independent Directors.  The Company believes that the equity incentive program is important in order to maintain the directors' motivation, compensate them for meeting long term strategic goals and align their interests with the stockholders.

Background of the Proposal

You are being asked to approve the adoption of the 2012 Independent Director Plan (the "2012 Plan").  A copy of the 2012 Plan is attached as Exhibit A.  Under the 2012 Plan, 500,000 shares of common stock are authorized to be issued under the 2012 Plan.  If any shares covered by an award are not purchased or are forfeited, or if an award otherwise terminates without delivery of any common stock, then the number of shares of common stock counted against the aggregate number of shares available under the award will, to the extent of any such forfeiture or termination, again be available for making awards under the 2012 Plan.  In addition, if the exercise price of an option, or the withholding obligation of a Grantee with respect to any Award, is satisfied by tendering shares or withholding shares the number of shares tendered or withheld will not reduce the number of shares available under the 2012 Plan.

 

---

 

 

Description of the 2012 Independent Director Plan

Structure.  The 2012 Plan allows for the grant of options, restricted stock and stock bonuses at the discretion of the Plan Administrator.  The principal features of the program are described below.

Administration.  The Compensation Committee of the Board of Directors will serve as the Plan Administrator with respect to the 2012 Plan.  The Plan Administrator has the authority to interpret the 2012 Plan and the rights underlying any grants or awards made subject to the 2012 Plan.  Any decision or action of the Plan Administrator in connection with the 2012 Plan is final and binding.

No director shall be liable for any action, excepting willful misconduct and gross negligence, or bad faith and without reasonable belief arising out of or related to the 2012 Plan provided the director was acting in good faith and for a purpose believed to have been in the best interests of the Company or its subsidiaries.

Eligibility.  Independent Directors are eligible to participate in the 2012 Plan.  Determinations as to eligibility shall be made by the Plan Administrator.  Currently, the four independent directors would be eligible.

Valuation.  For purposes of establishing the exercise or purchase price, and for all other valuation purposes under the 2012 Plan, the fair market value per share of common stock on any relevant date under the 2012 Plan is the closing price as reported by the Nasdaq SmallCap, Nasdaq National Market or other exchange where the common stock is listed for trading.

Terms and Conditions of Option Grants.  One or more options may be granted to each eligible person.  The options granted under the 2012 Plan will be evidenced by an award agreement.  The Plan Administrator shall specify the grant date, exercise price, terms and conditions for the exercise of the options.  No option under the 2012 Plan shall terminate later than ten (10) years after the date of grant.

Limitations on Awards.  The maximum number of shares of stock that may be granted during any one calendar year under the Plan to any one Participant shall be 50,000.

Exercise of the Option.  Options may be exercised by delivery to the Company of a written stock option exercise agreement together with payment in full of the exercise price for the number of shares being purchased.  The exercise price shall be at least 100% of the fair market value of the shares on the date of grant.  Payment for shares purchased pursuant to the 2012 Plan may be made in cash, or, at the sole discretion of the Administrator by surrender of shares of the Company owned by the participant more than six (6) months or lesser period if the surrender of shares is otherwise exempt from Section 16 of the Exchange Act.  At the sole discretion of the Administrator, payment may also be made by "deemed net-stock exercise" in which the optionee exercises by forfeiting the option shares at their exercise price.  A broker-assisted payment may also be made in which the broker has irrevocable instructions to deliver the amount of sale proceeds necessary to pay the exercise price and tax withholding obligations.

 

---

 

Transferability of Options.  No option shall be transferable other than by will or by the laws of descent and distribution and during the lifetime of the participant, only the participant, his or her guardian or legal representative may exercise an option.  The Plan Administrator may provide for transfer of a non-qualified stock option without payment of consideration to designated family members and certain other entities specified in the 2012 Plan.  The terms applicable to the assigned portion shall be the same as those in effect for the option immediately prior to such assignment.  A request to assign an option may be made only by delivery to the Company of a written stock option assignment request.

Termination of Directorship.  If a participant ceases to be a director of the Company or a subsidiary, vested stock options may be exercised at any time, but in no event after the termination of the option as specified in the award agreement or ten years from the Grant Date.

Restricted Stock Awards.  The Plan Administrator shall determine all terms and conditions of the restricted stock award.  All shares of restricted stock that have not vested shall be forfeited without further obligation on the part of the Company upon failure to affirmatively accept the grant of a Restricted Stock Award by execution of a Restricted Stock Award Agreement, termination of directorship during the applicable restriction period or failure to satisfy the restriction period.  Unless the Plan Administrator provides otherwise, no grant of restricted shares may be assigned, encumbered or transferred except in the event of death or by will or the laws of descent and distribution.

Unrestricted Stock Awards.  The Plan Administrator may award Unrestricted Stock to any participant as a stock bonus or otherwise pursuant to which such Participant may receive shares of Stock free of restrictions or limitations that would otherwise be applied.

General Plan provisions

Dissolution, Liquidation, or Merger and Change of Control.  In the event of an occurrence after which the Company no longer survives as an entity, the Plan Administrator may, in its discretion, cancel each outstanding award upon payment to the participant of adequate consideration as specified in the 2012 Plan.  The Plan Administrator may also accelerate the time within which each outstanding award may be exercised.  After a merger, consolidation, combination or reorganization in which the Company is the survivor, the Plan Administrator shall determine any appropriate adjustments to outstanding awards.

In the event of a change of control of the Company, as defined in the 2012 Plan, the Plan Administrator will have the authority, in its absolute discretion exercisable either in advance of any actual or anticipated change of control, to fully vest all outstanding Awards.  A change of control generally occurs when one transaction or series of transactions results in the issuance of 50% of voting securities, the Company is acquired in some form of merger or consolidation in which the Company does not survive, or when substantially all the assets of the Company are sold.

 

---

 

The acceleration of vesting in the event of a change in the ownership or control of the Company may be seen as an anti-takeover provision and may have the effect of discouraging a merger proposal, a takeover attempt or other efforts to gain control of the Company.

Changes in Capitalization.  In the event any change is made to the outstanding shares of common stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change in corporate structure effected without the Company's receipt of consideration, appropriate adjustments will be made to (i) the maximum number and/or class of securities issuable under the 2012 Plan, and (ii) the number and/or class of securities and the exercise price per share in effect under each outstanding award in order to prevent the dilution or enlargement of benefits thereunder.

Special Tax Election.  The Plan Administrator may, in its discretion, permit participants to have the Company withhold a portion of the shares of common stock otherwise issuable to such individuals in satisfaction of the income and employment withholding taxes to which they become subject in connection with the exercise of those awards.  Alternatively, the Plan Administrator may allow such individuals to deliver existing shares of common stock in satisfaction of such withholding tax liability.

Amendment and Termination.  The Board may amend, suspend or terminate the 2012 Plan at any time and for any reason; provided however, that stockholder approval shall be required for any increase in the maximum number of common stock issuable under the 2012 Plan except for a proportional increase in the maximum number as a result of stock split or stock dividend.  Further, the Board may, in its discretion, determine that any amendment should be effective only if approved by the stockholders even if such approval is not expressly required by the 2012 Plan or by law.  But no amendment, suspension or termination shall be made which would impair the right of any person under any outstanding awards without such person's consent not unreasonably withheld.

Unless sooner terminated by the Board, the 2012 Plan will in all events terminate ten years from the date the 2012 Plan is approved by the Board.  Any awards outstanding at the time of such termination will remain in force in accordance with the provisions of the instruments evidencing such awards.

Predecessor Option Agreements.  All outstanding options under predecessor option agreements continue to be governed solely by the terms of the documents evidencing such options, and no provisions of the 2012 Plan affect or otherwise modify the rights or obligations of the holders of those options.

Securities Laws.  No award shall be effective unless made in compliance with all federal and state securities laws, rules and regulations and in compliance with any rules on any exchange on which shares are quoted.

 

---

 

Other Provisions.  The award agreements may contain such other terms, provisions and conditions not inconsistent with the 2012 Plan as may be determined by the Board of Directors or the Plan Administrator.

Federal Income Tax Consequences of Awards Under the 2012 Plan

The following discussion is a summary of the federal income tax consequences relating to the grant and exercise of awards under the 2012 Plan and the subsequent sale of common stock that will be acquired under the 2012 Plan.  The tax effect of exercising awards may vary depending upon the particular circumstances, and the income tax laws and regulations change frequently.  The following discussion addresses only the general federal income tax consequences of awards.  Participants are urged to consult their own tax advisors regarding the impact of federal, state and local taxes, the federal alternative minimum tax, and securities laws restrictions, given their individual situations.

Non-Qualified Options.  No taxable income is recognized by an optionee upon the grant of a non-statutory option.  The optionee will, in general, recognize ordinary income in the year in which the option is exercised, equal to the excess of the fair market value of the purchased shares on the exercise date over the exercise price paid for the shares and the optionee will be required to satisfy the tax withholding requirements applicable to such income.

The Company will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the optionee with respect to the exercised non-statutory option.  The deduction will in general be allowed for the taxable year of the Company in which such ordinary income is recognized by the optionee.

Restricted Stock Awards.  The recipient receives no taxable income upon the receipt of a restricted stock award.  The recipient is taxed at the time the restrictions lapse, with the amount of such tax being based on the fair market value of the shares of the stock at such time.  As an alternative, the Internal Revenue Service allows a recipient, at his or her option, to make an election to include the value of the restricted stock award in income in the year in which the shares are allocated to the recipient.  In the event a recipient makes such an election, a Section 83(b) election must be filed with the IRS within 30 days of the shares being allocated to the recipient.  Under Section 83(b) an electing recipient will realize ordinary income, at the time of the election, equal to the fair market value of the shares of stock on the date of receipt.  As a result, when the shares of restricted stock vest, there is no additional taxable income.  When the shares are subsequently sold, any gain or loss, based on the amount previously reported as income, will be a capital gain or loss.  If a recipient who has made a Section 83(b) election subsequently forfeits the shares, the recipient will not be entitled to any deductions; however, he or she may be entitled to realize a loss.  The Company recognizes a deduction for income tax purposes at the time the recipient recognizes income.

Withholding Taxes.  The Company is entitled to take appropriate measures to withhold from the shares of common stock, or to otherwise obtain from the recipients, sufficient sums in cash, check or shares of stock as the Plan Administrator deems necessary to satisfy any applicable federal, state and local withholding taxes, including FICA taxes, before the delivery of the common stock to the recipient.

 

---

 

 

RECOMMENDATION OF THE BOARD

 

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE 2012 INDEPENDENT DIRETOR PLAN.

PROPOSAL NO. 3. RATIFICATION OF ERNST & YOUNG, LLP.

The Audit Committee of the Board of Directors has appointed Ernst & Young LLP (EY) as the Company's independent registered public accounting firm for our fiscal year ending June 30, 2013. EY also served as the Company's independent registered public accounting firm for our 2012 fiscal year. The Board of Directors concurs with the appointment and is submitting the appointment of EY as our independent registered public accounting firm for stockholder ratification at the annual meeting.

A representative of EY is expected to be present at the annual meeting. The EY representative will have an opportunity to make a statement if he or she wishes to do so and will be available to respond to appropriate questions from stockholders.

Our Bylaws do not require that the stockholders ratify the appointment of EY as our independent registered public accounting firm. We are seeking ratification because we believe it is a good corporate governance practice. If the stockholders do not ratify the appointment, the Audit Committee will reconsider whether to retain EY, but may retain EY in any event. Even if the appointment is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that a change would be in the best interests of the Company and its stockholders.

RECOMMENDATION OF THE BOARD

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT YEAR.

---

 

STOCKHOLDER PROPOSALS TO BE PRESENTED AT THE NEXT THERMOGENESIS ANNUAL MEETING

Proposals by stockholders intended to be presented at the 2013 Annual Meeting of Stockholders must be received by us not later than July 18, 2013, for consideration for possible inclusion in the proxy statement relating to that meeting. All proposals must meet the requirements of Rule 14a-8 of the Exchange Act.

For any proposal that is not submitted for inclusion in next year's proxy statement (as described in the preceding paragraph), but is instead intended to be presented directly at next year's annual meeting, SEC rules permit management to vote proxies in its discretion if the Company (a) receives notice of the proposal before the close of business on October 11, 2013, and advises stockholders in the next year's proxy statement about the nature of the matter and how management intends to vote on such matter, or (b) does not receive notice of the proposal prior to the close of business on October 11, 2013.

Notices of intention to present proposals at the 2013 Annual Meeting should be addressed to the Assistant Corporate Secretary, ThermoGenesis Corp., 2711 Citrus Road, Rancho Cordova, California 95742. The Company reserves the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements.

ADDITIONAL INFORMATION

The Annual Report on Form 10-K for the fiscal year ended June 30, 2012, including audited consolidated financial statements, has been mailed to stockholders concurrently with this proxy statement, but such report is not incorporated in this Proxy Statement and is not deemed to be a part of the proxy solicitation material. The Company is required to file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other information with the SEC. The public can obtain copies of these materials by visiting the SEC's Public Reference 100 F Street, N.E., Washington, D.C. 20549, by calling the SEC at 1-800-SEC-0330, or by accessing the SEC's website at www.sec.gov.

Additional copies of the Company's Annual Report on Form 10-K filed with the SEC for the fiscal year ended June 30, 2012, will be provided to stockholders without charge upon request. Stockholders should direct any such requests to ThermoGenesis Corp., 2711 Citrus Road, Rancho Cordova, California 95742, Attention: Assistant Corporate Secretary.

---

 

 

We do not know of any business to be presented for action at the meeting other than those items listed in the notice of the meeting and referred to herein. If any other matters properly come before the meeting, including adjournment, it is intended that the proxies will be voted in respect thereof in accordance with their best judgment pursuant to discretionary authority granted in the proxy.

ALL STOCKHOLDERS ARE URGED TO EXECUTE THE ACCOMPANYING PROXY AND TO RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE. STOCKHOLDERS MAY REVOKE ANY PROXY IF SO DESIRED AT ANY TIME BEFORE IT IS VOTED.

 

	By Order of the Board of Directors
	/s/ David C. Adams
	Mr. David C. Adams,
	Corporate Secretary
October 16, 2012
Rancho Cordova, California

 

---

Important Notice Regarding the Availability of Proxy Materials for the

ThermoGenesis Corp. Stockholder Meeting to be Held on December 7, 2012

 

Under new Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual stockholders' meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important!

 

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The proxy statement and Form 10-K to stockholders are available at:

 

www.envisionreports.com/KOOL

 

	Easy Online Access — A Convenient Way to View Proxy Materials and Vote
	When you go online to view materials, you can also vote your shares. Step 1: Go to www.envisionreports.com/KOOL to view the materials. Step 2: Click on Cast Your Vote or Request Materials.
	Step 3: Follow the instructions on the screen to log in.
	Step 4: Make your selection as instructed on each screen to select delivery preferences and vote.

 

 

When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.

 

---

Obtaining a Copy of the Proxy Materials – If you want to receive a paper or e-mail copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side on or before November 28, 2012 to facilitate timely delivery.

 

 

---