UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934
Date of Report (date of earliest event reported): March 17, 2017
MIMEDX GROUP, INC.
(Exact name of registrant as specified in charter)
Florida (State or other jurisdiction of incorporation) | 001-35887 (Commission File Number) | 26-2792552 (IRS Employer Identification No.) | ||
1775 West Oak Commons Ct, NE Marietta, GA (Address of principal executive offices) | 30062 (Zip Code) | |
(770) 651-9100
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 17, 2017, the Board of Directors (the “Board”) of MiMedx Group, Inc. (the “Company”) appointed Luis A. Aguilar to the Board. In connection with the appointment, the Board approved an increase in the size of the Board from nine to ten directors. The Board anticipates appointing Mr. Aguilar to serve on the Nominating and Corporate Governance Committee at a later date. Further, the Board will nominate Mr. Aguilar for election as a Class I Director at the Company's 2017 Annual Meeting of Shareholders to be held on May 17, 2017. A press release announcing Mr. Aguilar's appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Mr. Aguilar served as a Commissioner at the U.S. Securities and Exchange Commission ("SEC") from July 31, 2008 to December 31, 2015. Mr. Aguilar became the eighth longest-serving Commissioner in SEC history, and was one of only three Commissioners to have been nominated by two U.S. Presidents from two different political parties. He is a recognized leader in the nexus of corporate governance, cybersecurity, investor protection, and publicly traded companies. Mr. Aguilar currently serves on the Boards of Directors of Envestnet, Inc. (NYSE: ENV) and Donnelley Financial Solutions, Inc. (NYSE: DFIN). Prior to his SEC appointment, Aguilar was active in business and law and focused on issues related to corporate governance and federal and state securities laws and regulations.
Mr. Aguilar will be compensated for his service on the Board in the same manner as the Company’s other non-employee directors (the "Director Compensation Policy") described under the heading “Director Compensation" in the Company’s proxy statement for the Annual Meeting of Shareholders held on May 18, 2016, filed with the Securities and Exchange Commission on April 12, 2016 (the "2016 Proxy Statement"). The Company’s Director Compensation Policy provides for an initial equity grant made to new non-employee directors upon appointment to the Board of Directors that is valued at $195,000 and vests 1/3 on each of the first, second and third anniversaries of the grant date. Subsequent to the Company's disclosure in the 2016 Proxy Statement, the Company increased the grant value from $127,500 to $150,000 for annual equity grants made to each director who is not a full time employee of the Company and who has been a director for at least 12 months.
There are no arrangements or understandings between Mr. Aguilar and any other persons pursuant to which he was appointed as a director. There are also no family relationships between Mr. Aguilar and any director or executive officer of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 9.01 | Financial Statements and Exhibits |
(c) | Exhibits |
Exhibit No. | Description | |
99.1 | MiMedx Group, Inc. Press Release, dated March 19, 2017 | |
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.
Dated: | March 20, 2017 | MIMEDX GROUP, INC. | ||
By: | /s/: Michael J. Senken | |||
Michael J. Senken, Chief Financial Officer | ||||
Exhibit 99.1
MiMedx Announces The Addition Of Luis A. Aguilar To Its Board Of Directors
NEWEST MIMEDX BOARD MEMBER IS FORMER COMMISSIONER OF THE U.S. SECURITIES & EXCHANGE COMMISSION
MARIETTA, Ga., March 19, 2017 /PRNewswire/ -- MiMedx Group, Inc. (NASDAQ: MDXG), the leading regenerative medicine and biopharmaceutical company utilizing human placental tissue allografts and patent-protected processes to develop and market advanced products and therapies for multiple sectors of healthcare, announced today its Board of Directors has appointed Luis A. Aguilar, former Commissioner of the U.S. Securities and Exchange Commission (SEC) and highly accomplished lawyer within industry and private law practice, as an independent, non-employee Director of the MiMedx Board of Directors.
Parker H. "Pete" Petit, Chairman and CEO, said, "MiMedx is very fortunate to have an extremely accomplished Board of Directors. Our Board is comprised of individuals with in-depth experience in a wide-range of industries and professions. The addition of Luis Aguilar will further expand the outstanding stature of our Board, and his expertise and business acumen will be a great complement to the talents that our Directors bring to MiMedx."
Mr. Aguilar was appointed to be a SEC Commissioner by President George W. Bush in 2008. He was reappointed by President Barack Obama in 2011 and served in that capacity until December 2015 when his term expired. Mr. Aguilar is the eighth longest standing Commissioner in SEC history and one of only three Commissioners to have been nominated by two U.S. Presidents from two different political parties.
Prior to his appointment as an SEC Commissioner, Mr. Aguilar was a partner with the international law firm of McKenna Long & Aldridge, LLP (subsequently merged with Dentons US LLP), specializing in securities law. During his career, his practice included matters pertaining to general corporate and business law, international transactions, investment companies and investment advisers, securities law, and corporate finance. He also focused on issues related to corporate governance, public and private offerings (IPOs and secondary offerings), mergers and acquisitions, mutual funds, investment advisers, broker-dealers, and other aspects of federal and state securities laws and regulations.
Commissioner Aguilar's previous experience includes serving as the General Counsel, Head of Compliance, Executive Vice President, and Corporate Secretary of Invesco Inc., with responsibility for all legal and compliance matters regarding Invesco Institutional. While at Invesco, he was also Managing Director for Latin America in the 1990's, and President of one of Invesco's broker-dealers. His career also includes tenure as a partner at several prominent national law firms: Alston & Bird LLP; Kilpatrick Townsend & Stockton LLP; and Powell Goldstein Frazer & Murphy LLP (subsequently merged with Bryan Cave LLP). He began his legal career as an attorney at the SEC.
During his service as an SEC Commissioner, Mr. Aguilar represented the SEC as its liaison to both the North American Securities Administrators Association (NASAA) and to the Council of Securities Regulators of the Americas (COSRA). He also served as the primary sponsor of the SEC's first Investor Advisory Committee. Mr. Aguilar has received various honors and awards too long to list in this press release. Some of those distinctions include:
• | Named to the National Association of Corporate Directors (NACD) Directorship 100, the Who's Who of the Boardroom (2009, 2010, 2011, 2012, 2013, 2014, and 2015). |
• | Recipient of The Center for Accounting Ethics, Governance, and the Public Interest "Accounting in the Public Interest Award" (2010). |
• | Recipient of the Chief Justice's Commission on Professionalism of the Supreme Court of Georgia "Justice Robert Benham Award for Community Service" (2007). |
• | Named by the Hispanic National Bar Association as "Latino Attorney of the Year" (2005). |
• | Named by the Georgia Hispanic Chamber of Commerce as "Member of the Year" (2005) and "Atlanta Hispanic Businessman of the Year" (1994). |
Mr. Aguilar has served on various Boards, including the Girl Scouts Council of Northwest Georgia, Inc., Georgia Hispanic Bar Association, United States Fund for UNICEF Southeast Regional Chapter, and the Hispanic National Bar Association. In addition, he served as the President of the Hispanic National Bar Foundation from 2006 to 2008.
Mr. Aguilar has been active in numerous civic and business associations including serving as the former chair of the Latin American Association (LAA), a non-profit organization that has served Georgia's Latino community with comprehensive services that foster healthy, self-sufficient individuals, families and communities. The LAA has provided services to over 70,000 Hispanics annually providing employment, immigration, youth, family, housing, and translation services, as well as English and Spanish language classes.
He is a graduate of the University of Georgia School of Law, and also received a master of laws degree in taxation from Emory University. He is married to Denise T. Aguilar, and the couple reside in Atlanta, Georgia.
"We are very pleased to have Luis on our Board and look forward to the superb insight and additional perspectives that he will offer to our executives, Board of Directors and Company," added Petit.
Mr. Aguilar will be nominated as a Class I Director to serve for a three-year term expiring at the 2020 Annual Meeting of Stockholders.
About MiMedx
MiMedx® is an integrated developer, processor and marketer of patent protected and proprietary regenerative biopharmaceutical and biomaterial products processed from donated placental tissues. "Innovations in Regenerative Medicine" is the framework behind our mission to give physicians products and tissues to help the body heal itself. We process the human placental tissue utilizing our proprietary PURION® Process among other processes, to produce safe and effective allografts. MiMedx proprietary processing methodology employs aseptic processing techniques in addition to terminal sterilization. MiMedx is the leading supplier of placental tissue, having supplied over 800,000 allografts to date for application in the Wound Care, Burn, Surgical, Orthopedic, Spine, Sports Medicine, Ophthalmic and Dental sectors of healthcare.