UNITED
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FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 27, 2024, Orgenesis Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the 2017 Equity Incentive Plan (the “2017 Plan”) to increase the number of shares available for the grant of awards by 9,000,000 shares. A detailed summary of the material features of the 2017 Plan is set forth in the Company’s definitive proxy statement for the Annual Meeting (the “Proxy Statement”) filed with the Securities and Exchange Commission (the “SEC”) on May 6, 2024. That summary and the foregoing description is qualified in its entirety by reference to the text of the 2017 Plan, as amended, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
As previously disclosed in the Proxy Statement, each of Guy Yachin, Dr. David Sidransky and Mario Philips did not stand for re-election at the Annual Meeting. Accordingly, the terms of each of Mr. Yachin, Dr. Sidransky and Mr. Philips on the Board of Directors ended effective as of June 27, 2024. The decision of each of Mr. Yachin, Dr. Sidransky and Mr. Philips not to stand for re-election was not the result of any disagreement between the Company and themselves on any matter relating to the Company’s operations, policies or practices.
Item 5.07 Submission of Matters to a Vote of Security Holders.
As of May 1, 2024, the record date for the Annual Meeting, there were 34,380,280 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), issued and outstanding. A quorum of common stockholders, present virtually in person or by proxy, representing 14,797,412 shares of Common Stock, or approximately 43% of the shares entitled to vote, was present at the Annual Meeting. A description of the material terms of each proposal set forth below were included in the Proxy Statement. The final voting results of the Annual Meeting are set forth below.
1. Proposal to elect directors to serve until the 2025 Annual Meeting of Stockholders.
The Company’s stockholders elected each of the Company’s five nominees for director to serve a term of one year to expire at the 2025 annual meeting of stockholders or until their respective successors are duly elected and qualified, as set forth below:
| Name | Votes For | Votes Withheld | ||||||
| Vered Caplan | 8,842,555 | 225,352 | ||||||
| Yaron Adler | 8,692,479 | 375,428 | ||||||
| Ashish Nanda | 8,734,600 | 333,307 | ||||||
| Curtis Slipman | 8,840,607 | 227,300 | ||||||
| Mark Goodman | 8,841,805 | 226,102 | ||||||
On June 25, 2024, Kevin Choquette, a director nominee, notified the Company of his decision to withdraw as a nominee for election as a director at the Annual Meeting.
2. Proposal to approve an amendment to the 2017 Equity Incentive Plan to increase the number of shares available for the grant of awards by 9,000,000 shares;
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 8,562,167 | 498,507 | 7,233 | 5,729,505 |
3. Proposal to ratify the appointment of Kesselman & Kesselman C.P.A.s, a member firm of PricewaterhouseCoopers International Limited, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
| Votes For | Votes Against | Abstain | ||
| 14,687,181 | 23,963 | 86,268 |
Proposals 1, 2 and 3 received the requisite number of votes and were approved.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |
| 10.1 | Orgenesis Inc. 2017 Equity Incentive Plan, as amended | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ORGENESIS INC. | ||
| Date: June 27, 2024 | By: | /s/ Victor Miller |
| Victor Miller | ||
| Chief Financial Officer, Treasurer and | ||
| Secretary | ||