UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
FORM 8-K
____________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 31, 2020
(Exact name of registrant as specified in charter)
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) | ||
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (770 ) 651-9100
____________________
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 (see General Instruction A.2. below):
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 | ||
None | n/a | n/a | ||
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. ☐
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On August 31, 2020, MiMedx Group, Inc. (the "Company") held its 2019 Annual Meeting.
At the 2019 Annual Meeting, shares of Company common stock or Series B Preferred Stock representing 83,804,296 votes (i.e., approximately 64.8% of votes entitled to be cast at the 2019 Annual Meeting) were represented in person or by proxy.
At the 2019 Annual Meeting: (1) shareholders elected James L. Bierman as a Class III director; (2) more than 91% of the votes cast were cast to approve the Company's executive compensation pursuant to the say-on-pay advisory vote; (3) shareholders approved a resolution that the Company's advisory vote on the Company's executive compensation be conducted annually; and (4) shareholders ratified the appointment of BDO USA, LLP as the Company's independent registered public accounting firm.
Set forth below is information regarding the votes cast for each proposal:
Proposal 1: Election of One Class III Director.
For | Against | Abstain | Broker Non-votes | |||||
James L. Bierman | 49,073,695 | 964,793 | 224,819 | 33,540,989 | ||||
Proposal 2: Advisory Vote on Executive Compensation.
For | Against | Abstain | Broker Non-votes | |||||
Total Shares Voted | 45,087,650 | 4,413,838 | 743,819 | 33,540,989 | ||||
Proposal 3: Advisory Vote on Frequency of Advisory Vote on Executive Compensation.
One Year | Two Years | Three Years | Abstain | |||||
Total Shares Voted | 48,508,504 | 829,907 | 388,191 | 536,705 | ||||
Proposal 4: Ratification of BDO USA, LLP as the Company's independent registered public accounting firm.
For | Against | Abstain | Broker Non-votes | |||||
Total Shares Voted | 83,172,038 | 277,444 | 354,814 | N/A | ||||
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.
MIMEDX GROUP, INC. | ||
Date: August 31, 2020 | By: | /s/ Peter M. Carlson |
Peter M. Carlson Chief Financial Officer | ||