UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Amendment No. 1)
Current Report
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Explanatory Note
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 5, 2024, the Company held the Annual Meeting, at which a total of 36,494,777 shares of common stock of the Company, out of a total 43,704,574 shares of common stock outstanding and entitled to vote as of April 19, 2024, the record date, were present in person or represented by proxies. The Company’s shareholders voted on four proposals at the Annual Meeting. The proposals are described in detail in the proxy statement for the Annual Meeting that the Company filed with the Securities and Exchange Commission on April 24, 2024. The results of voting on the four proposals, including the final vote tabulations, are set forth below.
Proposal 1: Election of Directors
Nine directors were elected to the Board to serve for a one-year term until the 2025 annual meeting of shareholders. The results of the election were as follows:
| Name |
For |
Withheld |
Broker Non-Votes | |||
| Karen Zaderej |
28,921,209 | 3,303,256 | 4,270,312 | |||
| Amy Wendell |
25,806,366 | 6,418,099 | 4.270,312 | |||
| William Burke |
26,910,619 | 5,313,846 | 4,270,312 | |||
| John H. Johnson |
26,776,603 | 5,447,862 | 4.270,312 | |||
| Alan Levine |
28,084,610 | 4,139,855 | 4,270,312 | |||
| Guido Neels |
27,010,948 | 5,213,517 | 4.270,312 | |||
| Paul Thomas |
27,737,898 | 4,486,567 | 4,270,312 | |||
| Joseph Tyndall, MD MPH, FACEP |
28,145,517 | 4,078,948 | 4.270,312 | |||
| Kathy Weiler |
27,471,121 | 4,753,344 | 4,270,312 |
Proposal 2:Ratification of Appointment of Independent Auditors
The Audit Committee’s selection of Deloitte & Touche LLP as the Company’s registered independent public accounting firm for the fiscal year ending December 31, 2024 was ratified. The results of the vote were as follows:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 35,220,045 | 1,254,727 | 20,005 | — |
Proposal 3: Compensation of the Named Executive Officers
The advisory (non-binding) vote on the executive compensation of the Company’s named executive officers was approved. The results were as follows:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 22,655,899 | 9,494,316 | 74,250 | 4,270,312 |
Proposal 4: Amendment and Restatement of the Axogen, Inc. 2019 Long-Term Incentive Plan
The Axogen, Inc. Third Amended and Restated 2019 Long-Term Incentive Plan to increase the number of shares reserved for issuance thereunder from 8,000,000 to 10,500,000 was approved. The results of the vote were as follows:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 22,846,399 | 9,336,789 | 41,277 | 4,270,312 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AXOGEN, INC. | ||||||
| Date: June 7, 2024 | By: | /s/ Marc Began | ||||
| Marc Began | ||||||
| Executive Vice President, General Counsel and Chief Compliance Officer | ||||||