UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
(Exact Name of Registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| |
||||
| (Address of principal executive offices) | (Zip Code) | |||
(Registrant’s telephone number, including area code)
Not Applicable
(Registrant’s name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As set forth below in Item 5.07, our stockholders approved an amendment to the 2018 Equity Incentive Plan of Organogenesis Holdings Inc. (the “Company”) at the 2024 Annual Meeting of Stockholders held on June 20, 2024 (the “Annual Meeting”) to increase the number of shares of Class A common stock reserved for issuance thereunder by 15,900,000 shares. A description of the material terms of the 2018 Equity Incentive Plan is set forth in the Company’s definitive proxy statement relating to the Annual Meeting filed with the Securities and Exchange Commission on April 29, 2024. A copy of the amended plan is filed as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, four proposals were submitted to, and approved by, our stockholders. The holders of 109,048,425 shares of our Class A common stock were present or represented by proxy at the meeting. The proposals are described in detail in our definitive proxy statement for the 2024 Annual Meeting filed with the Securities and Exchange Commission on April 29, 2024. The final results for the votes for each proposal are set forth below.
At the Annual Meeting, each of Alan A. Ades, Robert Ades, Michael J. Driscoll, Prathyusha Duraibabu, David Erani, Jon Giacomin, Gary S. Gillheeney, Sr., Michele Korfin, Arthur S. Leibowitz, Glenn H. Nussdorf and Gilberto Quintero was elected as a Director of the Company, to serve until the next Annual Meeting of Stockholders and until their successors are elected and qualified. The votes cast in the election of the directors were as follows:
| Nominee |
Votes For | Votes Withheld | Broker Non-Votes |
|||||||||
| Alan A. Ades |
44,361,234 | 25,365,493 | 39,321,698 | |||||||||
| Robert Ades |
65,769,950 | 3,956,777 | 39,321,698 | |||||||||
| Michael J. Driscoll |
66,546,984 | 3,179,743 | 39,321,698 | |||||||||
| Prathyusha Duraibabu |
52,014,570 | 17,712,157 | 39,321,698 | |||||||||
| David Erani |
65,656,037 | 4,070,690 | 39,321,698 | |||||||||
| Jon Giacomin |
48,809,651 | 20,917,076 | 39,321,698 | |||||||||
| Gary S. Gillheeney, Sr. |
68,401,486 | 1,325,241 | 39,321,698 | |||||||||
| Michele Korfin |
68,290,354 | 1,436,373 | 39,321,698 | |||||||||
| Arthur S. Leibowitz |
45,016,989 | 24,709,738 | 39,321,698 | |||||||||
| Glenn H. Nussdorf |
41,532,395 | 28,194,332 | 39,321,698 | |||||||||
| Gilberto Quintero |
52,103,972 | 17,622,755 | 39,321,698 | |||||||||
At the Annual Meeting, our stockholders also approved, on an advisory basis, the compensation paid to our named executive officers. The votes cast on this proposal were as follows:
| Proposal |
Votes For | Votes Against | Abstentions | Broker Non-Votes |
||||||||||||
| To approve, on an advisory basis, the compensation paid to our named executive officers. |
63,842,175 | 5,876,101 | 8,451 | 39,321,698 | ||||||||||||
2
At the Annual Meeting, our stockholders also approved an amendment to our 2018 Equity Incentive Plan to increase the number of shares of Class A common stock reserved for issuance thereunder by 15,900,000 shares. The votes cast on this proposal were as follows:
| Proposal |
Votes For | Votes Against | Abstentions | Broker Non-Votes |
||||||||||||
| To approve an amendment to our 2018 Equity Incentive Plan to increase the number of shares of Class A common stock reserved for issuance thereunder by 15,900,000 shares. |
51,978,000 | 17,706,847 | 41,880 | 39,321,698 | ||||||||||||
At the Annual Meeting, our stockholders also approved the proposal to ratify the appointment of RSM US LLP as our independent registered public accounting firm for our fiscal year ending on December 31, 2024. The votes cast on this proposal were as follows:
| Proposal |
Votes For | Votes Against | Abstentions | Broker Non-Votes |
||||||||||||
| To ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for fiscal year 2024. |
106,438,134 | 2,563,202 | 47,089 | 0 | ||||||||||||
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | 2018 Equity Incentive Plan (as amended) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Organogenesis Holdings Inc. | ||
| By: | /s/ Lori Freedman | |
| Name: | Lori Freedman | |
| Title: | Chief Administrative and Legal Officer | |
Date: June 21, 2024