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
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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:
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 provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 5.07 Submission of Matters to a Vote of Security Holders
On August 14, 2019, Axogen, Inc. (the “Company”) held its 2019 Annual Meeting of Shareholders (the “Annual Meeting”) to act upon the matters provided in the Company’s 2019 Proxy Statement dated June 27, 2019 (the “Proxy Statement”). Of the 39,205,173 shares of the Company’s common stock outstanding and eligible to vote at the Annual Meeting, 35,414,152 shares were present either in person or by proxy.
The proposals submitted to the shareholders at the Annual Meeting were as follows:
| ● | Proposal 1 — the election of the nominees to the Company’s Board of Directors (the “Board”); |
| ● | Proposal 2 —approve the Axogen, Inc. 2019 Long-Term Incentive Plan; |
| ● | Proposal 3 — the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019; |
| ● | Proposal 4 — an advisory vote to approve the compensation of the Company’s named executive officers; and |
| ● | Proposal 5 — an advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers. |
Each proposal is described in detail in the Company’s definitive proxy statement, which was filed with the Securities and Exchange Commission on June 27, 2019.
At the Annual Meeting, the Company’s shareholders elected each director nominee to the Board, approved the Axogen, Inc. 2019 Long-Term Incentive Plan and ratified the appointment of Deloitte & Touch LLP as the independent registered public accounting firm of the Company and its subsidiaries for the fiscal year ending December 31, 2019. The shareholders approved, in a non-binding advisory vote, the compensation of the Company’s named executive officers, as presented in the Company’s definitive proxy statement. The shareholders also approved an annual non-binding advisory vote on the compensation of the Company’s named executive officers. The final voting results for each proposal, including the number of votes cast for and against, and the number of abstentions and broker non-votes, as applicable, are set forth below.
Proposal No. 1: Election of Directors
Nominee | For | Withheld |
Karen Zaderej | 29,670,575 | 666,359 |
Gregory Freitag | 29,206,971 | 1,129,963 |
Quentin S. Blackford | 27,260,465 | 3,076,469 |
Dr. Mark Gold | 29,908,264 | 428,670 |
Alan M. Levine | 30,275,891 | 61,043 |
Guido Neels | 28,648,338 | 1,688,596 |
Robert Rudelius | 29,165,896 | 1,171,038 |
Amy Wendell | 29,770,382 | 566,552 |
Proposal No. 2: Approval of the Axogen, Inc. 2019 Long-Term Incentive Plan
For | Against | Abstain | Broker Non-Votes |
20,797,893 | 9,479,359 | 59,682 | - |
Proposal No. 3: Ratification of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2019
For | Against | Abstain | Broker Non-Votes |
35,280,886 | 116,293 | 16,973 | - |
Proposal No. 4: Approval, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as presented in the Company’s Proxy Statement
For | Against | Abstain | Broker Non-Votes |
29,036,323 | 1,239,106 | 61,505 | 5,077,218 |
SIGNATURE
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: August 16, 2019 | By: | /s/ Gregory G. Freitag |
Gregory G. Freitag | ||
General Counsel | ||
Document and Entity Information |
Aug. 14, 2019 |
|---|---|
| Document and Entity Information [Abstract] | |
| Document Type | 8-K |
| Document Period End Date | Aug. 14, 2019 |
| Entity File Number | 001-36046 |
| Entity Registrant Name | AXOGEN, INC. |
| Entity Incorporation, State or Country Code | MN |
| Entity Tax Identification Number | 41-1301878 |
| Entity Address, Address Line One | 13631 Progress Boulevard |
| Entity Address, Address Line Two | Suite 400 |
| Entity Address, State or Province | FL |
| Entity Address, City or Town | Alachua |
| Entity Address, Postal Zip Code | 32615 |
| City Area Code | 386 |
| Local Phone Number | 462-6800 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock |
| Trading Symbol | AXGN |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
| Entity Central Index Key | 0000805928 |
| Amendment Flag | false |