Mimedx Group, Inc DEFA14A, filed May 20, 2022
Mimedx Group, Inc. (MDXG)
DEFA14A
2022-05-20
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Added on
October 16, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN
PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the registrant x Filed by a party other than the registrant ¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement | |||||||
| ¨ | Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) | |||||||
| ¨ | Definitive Proxy Statement | |||||||
| x | Definitive Additional Materials | |||||||
| ¨ | Soliciting Material Pursuant to §240.14a-12 | |||||||
MIMEDX GROUP, INC.
(Name of registrant as specified in its charter)
Payment of the filing fee (check the appropriate box):
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On May 20, 2022, the Registrant published a Press Release as set forth below:
Leading Independent Proxy Advisory Firm Glass Lewis Recommends that MIMEDX Shareholders Vote “FOR ALL” of the Company’s Proposals
Recommends Shareholders Vote “FOR” Both of MIMEDX’s Highly Qualified Director Nominees – James L. Bierman and Phyllis Gardner, M.D.
Recommends Shareholders Vote “FOR” the Company’s Say-on-Pay Proposal
MARIETTA, Ga., May 20, 2022 – MiMedx Group, Inc. (NASDAQ: MDXG) (“MIMEDX” or the “Company”) today announced that leading proxy advisory firm Glass Lewis & Co (“Glass Lewis”) has recommended that shareholders vote “FOR ALL” of the Company’s proposals including “FOR” both of MIMEDX’s director nominees James L. Bierman and Phyllis Gardner, M.D. – on the WHITE proxy card at its 2022 Annual Meeting of Shareholders scheduled for Tuesday, June 7, 2022 at 9:00 a.m. Eastern Time, which will be held in virtual format at www.cesonlineservices.com/mdxg22_vm.
Commenting on Glass Lewis’ recommendation, MIMEDX issued the following statement i:
We are pleased that Glass Lewis has recommended shareholders vote “FOR” our stated proposals, particularly the election of MIMEDX’s highly qualified director nominees – James L. Bierman and Phyllis Gardner, M.D.
Glass Lewis also recommended, in its report, that shareholders vote “FOR” the Company’s say-on-pay proposal, recognizing “the Company's active engagement efforts and positive program changes” in response to last year’s say-on-pay vote. Glass Lewis concluded that “in light of these considerations, as well as the adequate alignment between pay and performance, we believe that shareholders may reasonably support this proposal.” Glass Lewis goes on to acknowledge that MIMEDX’s executive compensation, including that of our Chief Executive Officer, is in line with the median compensation for a group of its peers.
Furthermore, in its report, Glass Lewis expressed a general support for the employee stock purchase programs as it “believe[s] they align the interests of employees and shareholders and encourage a sense of ownership at companies.”
MIMEDX has the right Board and strategy to further enhance value for all shareholders and continues to implement programs and initiatives that align with shareholder interests. MIMEDX is a stronger company today and has taken decisive action to successfully sustain, stabilize and grow the Company over the last three years, and is poised for long-term success. The fundamentals of our growth strategy are driving strong performance, and the Company recently announced its third consecutive quarter of double-digit growth in its Advanced Wound Care & Surgical Recovery products, demonstrating strong execution. We have taken shareholder input into account every step of the way and maintain an open dialogue with our shareholders in pursuit of our strategic long-term objectives.
We strongly urge shareholders to follow Glass Lewis’ recommendation to vote “FOR” all of the Company’s proposals on the WHITE proxy card today.
MIMEDX reminds shareholders that every vote is important, no matter how many or few shares it represents.
MIMEDX shareholders who need assistance in voting their shares may contact MIMEDX’s proxy solicitor MORROW SODALI by email at MDXG@investor.Morrowsodali.com or by phone at (203) 658-9400 or (800) 662-5200 (Toll-Free).
Your Vote is Important, No Matter How Many or How Few Shares You Own You can vote by Internet, telephone or by signing and dating the WHITE proxy card and mailing it in the envelope provided. If you have any questions about how to vote your shares, or need additional assistance, please contact: MORROW SODALI MDXG@investor.Morrowsodali.com (203) 658-9400 or Toll Free (800) 662-5200 | ||
About MIMEDX
MIMEDX is a transformational placental biologics company, developing and distributing placental tissue allografts with patent-protected, proprietary processes for multiple sectors of healthcare. As a pioneer in placental tissue engineering, we have both a commercial business, focused on addressing the needs of patients with acute and chronic non-healing wounds, and a promising late-stage pipeline targeted at decreasing pain and improving function for patients with degenerative musculoskeletal conditions. We derive our products from human placental tissues and process these tissues using our proprietary methods, including the PURION® process. We employ Current Good Tissue Practices, Current Good Manufacturing Practices, and terminal sterilization to produce our allografts. MIMEDX has supplied over two million allografts, through both direct and consignment shipments. For additional information, please visit www.mimedx.com.
Important Cautionary Statement
This press release includes forward-looking statements. Statements regarding: (i) our belief that the long term strategy we have chosen is in the best interests of our shareholders; (ii) our belief that as we continue to execute against our stated objectives and navigate our next phase of growth, we are well positioned for the future; and (iii) our belief that the experience, expertise and commitment of the MIMEDX leadership team, as overseen by our Board of Directors, will help position the Company for further future success and value creation. Additional forward-looking statements may be identified by words such as "believe," "expect," "may," "plan," “goal,” “outlook,” "potential," "will," "preliminary," and similar expressions, and are based on management's current beliefs and expectations.
Forward-looking statements are subject to risks and uncertainties, and the Company cautions investors against placing undue reliance on such statements. Actual results may differ materially from those set forth in the forward-looking statements. Factors that could cause actual results to differ from expectations include: (i) future sales are uncertain and are affected by competition, access to customers, patient access to healthcare providers, and many other factors; (ii) the status, timing, results and expected results of the Company’s clinical trials, planned regulatory submissions and regulatory approvals, and our expectations regarding our ability to potentially accelerate the timing of any trial or regulatory submission, depend on a number of factors including favorable trial results, patient access, and our ability to manufacture in
accordance with Current Good Manufacturing Practices (CGMP) and appropriate chemistry and manufacturing controls; (iii) the Company may change its plans due to unforeseen circumstances, or delays in analyzing and auditing results, and may delay or alter the timeline for future trials, analyses, or public announcements; (iv) our access to hospitals and health care provider facilities could be restricted as a result of the ongoing COVID-19 pandemic or other factors; (v) the results of scientific research are uncertain and may have little or no value; (vi) our ability to sell our products in other countries depends on a number of factors including adequate levels of reimbursement, regulatory approvals, market acceptance of novel therapies, and our ability to build and manage a direct sales force or third party distribution relationship; (vii) the effectiveness of amniotic tissue as a therapy for particular indications or conditions is the subject of further scientific and clinical studies; and (viii) we may alter the timing and amount of planned expenditures for research and development based on the results of clinical trials and other regulatory developments. The Company describes additional risks and uncertainties in the Risk Factors section of its most recent annual report and quarterly reports filed with the Securities and Exchange Commission. Any forward-looking statements speak only as of the date of this press release and the Company assumes no obligation to update any forward-looking statement.
Important Additional Information
The Company, its directors, director nominees and certain of its executive officers are participants in the solicitation of proxies from the Company’s shareholders in connection with the 2022 annual meeting of shareholders (the “2022 Annual Meeting”). The Company has filed a definitive proxy statement and a WHITE proxy card with the Securities and Exchange Commission (the “SEC”) in connection with any such solicitation of proxies from the Company’s shareholders. SHAREHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT, ACCOMPANYING WHITE PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY AS THEY CONTAIN IMPORTANT INFORMATION. The Company’s definitive proxy statement for the 2022 Annual Meeting contains information regarding the direct and indirect interests, by security holdings or otherwise, of the Company’s directors, director nominees and executive officers in the matters to be acted upon at the 2022 Annual Meeting. Information regarding subsequent changes to their holdings of the Company’s securities can be found in the SEC filings on Forms 3, 4 and 5, which are available on the Company’s website at www.mimedx.com or through the SEC’s website at www.sec.gov. Information can also be found in the Company’s other SEC filings, including its Annual Report on Form 10-K for the year ended December 31, 2021. Shareholders are able to obtain the definitive proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC at no charge at the SEC’s website at www.sec.gov. Copies are also available at no charge on the Company’s website at www.mimedx.com.
Contacts
Investors:
Jack Howarth
Investor Relations
404-360-5681
jhowarth@mimedx.com
Media:
Hilary Dixon
Corporate & Strategic Communications
404-323-4779
hdixon@mimedx.com
i Permission to use quotes from Glass Lewis’ report within this statement neither sought nor obtained