8-K
MIMEDX GROUP, INC. (MDXG)
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): June 18, 2025
MIMEDX GROUP, INC.
(Exact name of registrant as specified in charter)
| Florida | 001-35887 | 26-2792552 |
|---|---|---|
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
1775 West Oak Commons Ct., NE, Marietta GA 30062
(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<br>on which registered |
|---|---|---|
| Common Stock, $0.001 par value per share | MDXG | The Nasdaq Stock Market LLC |
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 June 18, 2025, the Company held its 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”).
At the 2025 Annual Meeting, 126,620,293 shares of Company common stock (i.e., approximately 85.7% of votes entitled to be cast at the 2025 Annual Meeting) were represented in person or by proxy.
At the 2025 Annual Meeting, the shareholders: (1) re-elected M. Kathleen Behrens, Ph.D., Joseph H. Capper, James L. Bierman, William A. Hawkins, III, Cato T. Laurencin, M.D., K. Todd Newton, Tiffany Olson, Dorothy Puhy, and Martin P. Sutter, (2) approved an advisory resolution regarding executive compensation, (3) certified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, (4) approved an amendment of the Company’s 2016 Equity and Cash Incentive Plan, and (5) approved an advisory resolution for an annual shareholder vote on executive compensation,
Set forth below is information regarding the votes cast for each proposal.
Proposal 1: Election of Nine Directors.
| For | Against | Abstain | Broker Non-Votes | |
|---|---|---|---|---|
| M. Kathleen Behrens | 91,972,156 | 9,879,214 | 61,741 | 24,707,182 |
| Joseph H. Capper | 95,965,049 | 5,907,223 | 40,839 | 24,707,182 |
| James L. Bierman | 97,144,748 | 4,711,520 | 56,843 | 24,707,182 |
| William A. Hawkins, III | 95,312,036 | 6,511,171 | 89,904 | 24,707,182 |
| Cato T. Laurencin | 97,246,926 | 4,513,738 | 152,447 | 24,707,182 |
| K. Todd Newton | 96,774,711 | 5,002,007 | 136,393 | 24,707,182 |
| Tiffany Olson | 96,835,684 | 5,014,632 | 62,795 | 24,707,182 |
| Dorothy Puhy | 95,383,954 | 6,462,064 | 67,093 | 24,707,182 |
| Martin P. Sutter | 94,553,803 | 7,301,165 | 58,143 | 24,707,182 |
Proposal 2: Advisory approval of executive compensation.
| For | Against | Abstain | Broker Non-Votes | |
|---|---|---|---|---|
| Total Shares Voted | 94,778,256 | 6,924,968 | 209,887 | 24,707,182 |
Proposal 3: Ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
| For | Against | Abstain | Broker Non-Votes | |
|---|---|---|---|---|
| Total Shares Voted | 123,672,273 | 970,687 | 1,977,333 | N/A |
Proposal 4: Approval of the amendment of the Company’s 2016 Cash and Equity Incentive Plan.
| For | Against | Abstain | Broker Non-Votes | |
|---|---|---|---|---|
| Total Shares Voted | 91,371,825 | 10,344,239 | 197,047 | 24,707,182 |
Proposal 5: Advisory approval of the frequency of the shareholder vote on executive compensation.
| One year | Two years | Three years | Abstain | |
|---|---|---|---|---|
| Total Shares Voted | 97,503,345 | 462,185 | 2,446,853 | 1,500,728 |
Say-on-Pay Frequency Determination
In light of the shareholder advisory vote, the Company has determined that future advisory Say on Pay votes will occur every year until the next advisory vote regarding such frequency.
| Exhibit No. | Description of Exhibit |
|---|---|
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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. | ||
|---|---|---|
| June 20, 2025 | By: | /s/ William “Butch” Hulse |
| William “Butch” Hulse<br>General Counsel & Chief Administrative Officer |