AXOGEN, INC. (NASDAQ:AXGN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May15, 2018, the board of directors (the “Board”) of AxoGen,Inc. (the “Company”) elected Karen Zaderej, the Company’s Chief Executive Officer and a member of the Board, to succeed Jamie M. Grooms as Chairman of the Board, effective as of such date. Mr.Grooms will continue to serve as a member of the Board.
Item 5.02Amendments to Articles of Incorporation or Bylaws; Change in FiscalYear.
On May15, 2018, the Board voted to amend and restate the Company’s Amended and Restated Bylaws (as so amended and restated, the “Amended and Restated Bylaws”) to provide for a designated Lead Director. The Amended and Restated Bylaws became effective immediately upon their adoption by the Board. to such adoption the Board appointed Amy Wendall as the Lead Director.
The foregoing summary of the Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, which is filed as Exhibit3.1 to this current report on Form8‑K and incorporated herein by reference.
Item 5.02Submission of Matters to a Vote of Security Holders.
On May14, 2018, the Company held its 2018 Annual Meeting of Shareholders (the “Annual Meeting”) to act upon the matters described in the Company’s 2018 Proxy Statement dated March30, 2018 (the “Proxy Statement”). Of the 34,560,243 shares of the Company’s common stock outstanding and eligible to vote at the Annual Meeting, 31,393,127 shares were present either in person or by proxy, constituting a quorum.
The following describes the matters considered by the Company’s shareholders at the Annual Meeting and the results of the votes cast at the meeting:
Proposal No.1: Election of Directors
The vote with respect to the election of directors was as follows:
|
Nominee |
For |
Withhold |
Broker Non-Vote |
|
Gregory G. Freitag |
21,398,997 |
1,923,867 |
8,070,263 |
|
Mark Gold, MD |
20,954,728 |
2,368,136 |
8,070,263 |
|
Jamie M. Grooms |
21,051,703 |
2,271,161 |
8,070,263 |
|
Guido J. Neels |
20,956,134 |
2,366,730 |
8,070,263 |
|
Amy Wendell |
20,956,455 |
2,366,409 |
8,070,263 |
|
Robert J. Rudelius |
21,016,891 |
2,305,973 |
8,070,263 |
|
Karen Zaderej |
21,376,578 |
1,946,286 |
8,070,263 |
Proposal No.2:Approval of Amendment and Restatement of the Amended and Restated Articles of Incorporation of the Company
The vote with respect to the proposal to approve an amendment and restatement of the Company’s Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock of the Company from 50,000,000 to 100,000,000 shares and change the address of the Company’s registered office (the “Restated Articles”) was as follows:
|
For |
Against |
Abstain |
|
27,345,121 |
3,841,042 |
206,964 |
