UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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. |
(e) As reported below in Item 5.07, at the 2022 Annual Meeting (the “2022 Annual Meeting”) of shareholders of MiMedx Group, Inc. (the “Company”), the Company’s shareholders approved the MiMedx, Inc. Employee Stock Purchase Plan (the “ESPP”), which authorized three million shares for issuance and sale under the ESPP. A summary of the material terms of the ESPP is set forth in the Company’s definitive proxy statement for the 2022 Annual Meeting, which was filed with the Securities and Exchange Commission on April 26, 2022 (the “Proxy Statement”), and which description is incorporated herein by reference. Such description does not purport to be complete and is qualified in its entirety by reference to the full text of the ESPP, which is attached as Annex A to the Proxy Statement and is also incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 7, 2022, the Company held its 2022 Annual Meeting. At the 2022 Annual Meeting, shares of Company common stock and Series B Preferred Stock representing 114,875,727 votes (i.e., approximately 86.8% of the votes entitled to be cast at the 2022 Annual Meeting) were represented in person or by proxy.
At the 2022 Annual Meeting, shareholders of the Company: (1) elected James L. Bierman and Phyllis I. Gardner as directors; (2) approved an advisory resolution regarding executive compensation; (3) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022; and (4) adopted the ESPP. Set forth below is information regarding the votes cast for each proposal:
Proposal 1: Election of Two Directors.
| For | Abstain/ Withhold |
Broker Non-Votes | Percentage Approved By1 | Percentage Approved By (Excluding Preferred Holders)1,2 | ||||||||||||
| James L. Bierman |
72,259,814 | 21,753,552 | 20,862,361 | 76.86% | 70.98% | |||||||||||
| Phyllis I. Gardner |
74,864,892 | 19,148,474 | 20,862,361 | 79.63% | 74.46% | |||||||||||
Proposal 2: Advisory approval of Executive Compensation.
| For |
Against |
Abstain |
Broker Non-Votes |
Percentage Approved |
Percentage Approved By | |||||
| 62,182,208 |
30,770,310 | 1,060,849 | 20,862,360 | 66.90% | 58.36% |
Proposal 3: Ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022;
| For |
Against |
Abstain |
Broker Non-Votes |
Percentage Approved |
Percentage Approved By | |||||
| 110,098,462 |
4,354,816 | 422,449 | N/A | 96.20% | 95.44% |
Proposal 4: Approved adoption of the ESPP.
| For |
Against |
Abstain |
Broker Non-Votes |
Percentage Approved |
Percentage Approved By | |||||
| 75,471,003 |
18,100,021 | 442,342 | 20,862,361 | 80.66% | 75.71% |
| 1 | Percentage is calculated based on abstained votes being counted as a vote against the proposal. |
| 2 | Percentage is calculated excluding votes representing shares of Series B Preferred Stock from numerator and denominator. |
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: June 13, 2022 |
By: | /s/ Peter M. Carlson | ||||
| Peter M. Carlson | ||||||
| Chief Financial Officer | ||||||