Axogen Inc.

05/10/2021 | Press release | Archived content

Submission of Matters to a Vote of Security Holders (Form 8-K)

Submission of Matters to a Vote of Security Holders

The 2021 annual meeting of the stockholders (the 'Annual Meeting') of Axogen, Inc. (the 'Company') was held on May 10, 2021. As of March 12, 2021, the record date for the Annual Meeting, a total of 40,771,956 shares of the Company's common stock were outstanding and entitled to vote on all matters presented to the Company's stockholders at the Annual Meeting. At the Annual Meeting, the Company's stockholders considered the following proposals:
(1)To elect eight members to the Company's board of directors (the 'Board') to serve for a term of one year;

(2)To cast an advisory (non-binding) vote to ratify the selection of Deloitte & Touche LLP as the Company's registered independent public accounting firm for the fiscal year ending December 31, 2021;

(3)To cast an advisory (non-binding) vote to approve the compensation of the Company's named executive officers; and

(4)To approve the Axogen, Inc. Amended and Restated 2019 Long-Term Incentive Plan.

The final voting results for each proposal are described below. For beneficial owners holding the Company's common stock at a bank or brokerage institution, a 'broker non-vote' occurred if the owner failed to give voting instructions, and the bank or broker was otherwise restricted from voting on the owner's behalf.
Proposal 1
Eight directors were elected to the Company's Board to serve for a term of one year. The results of the election were as follows:
Name For Withheld Broker Non-Votes
Karen Zaderej 29,091,370 445,969 4,129,371
Quentin Blackford 27,266,688 2,270,651 4,129,371
Gregory Freitag 29,437,283 100,056 4,129,371
Dr. Mark Gold 29,453,251 84,088 4,129,371
Alan Levine 29,354,718 182,621 4,129,371
Guido Neels 28,733,848 803,491 4,129,371
Paul Thomas 29,303,029 234,310 4,129,371
Amy Wendell 29,098,765 438,574 4,129,371
Proposal 2
The Audit Committee's selection of Deloitte & Touche LLP as the Company's registered independent public accounting firm for the fiscal year ending December 31, 2021 was ratified. The results of the vote were as follows:

For Against Abstentions Broker Non-Votes
33,587,946
12,637 66,127 -


Proposal 3
The advisory (non-binding) vote on the executive compensation of the Company's named executive officers was in favor of executive compensation. The results were as follows:

For Against Abstentions Broker Non-Votes
28,572,945
857,699 106,695 4,129,371
Proposal 4
The Axogen, Inc. Amended and Restated 2019 Long-Term Incentive Plan was approved. The results of the vote were as follows:

For Against Abstentions Broker Non-Votes
20,054,655
9,401,069 81,615 4,129,371
Financial Statements and Exhibits.
(d) Exhibits.

Exhibit No.
Description of Exhibit
10.1
Axogen, Inc. Amended and Restated 2019 Long-Term Incentive Plan(incorporated by reference to Appendix A to the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 31, 2021).
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)