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 Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 26, 2019, the board of directors (the Board) of Axogen,Inc. (the Company) increased the size of the Board to nine (9) directors and elected Quentin S. Blackford and Alan M. Levine to fill the open and newly-created directorship, effective May 15, 2019. Mr. Blackford will serve on the Audit Committee.Mr. Levine will serve on the Audit Committee and the Governance and Nominating Committee. Messrs. Blackford and Levinewill each receive a quarterly cash retainer of $10,000 and a quarterly cash retainer of $2,500 for their service on the Audit Committee. Mr. Levine will also receive a quarterly cash retainer of $1,250 for his service on the Governance and Nominating Committee.

Messrs. Blackford and Levine will receive a non-qualified stock option grant to purchase shares of the Companys common stock with an equity value of $275,000 based upon, and at an exercise price, equal to the fair market value of our shares of common stock on May 15, 2019, which will vest in three equal annual installments with the first vesting date occurring on May 15, 2020. Each calendar year the day after election or re-lection at the annual meeting of shareholders,Messrs. Blackford and Levine will receive an annual stock option grant to purchase shares of common stock with an equity value of $120,000 based upon, and at an exercise price, equal to the fair market value of our shares of common stock on the date of grant and will vest one year from the anniversary of the date of the grant.Such stock options are for a term of ten years.

Neither Mr. Blackford nor Mr. Levineare (a)a party to any arrangement or understanding with any person to which he was elected a Company director or (b)a party to any transaction requiring disclosure to Item404(a) of Regulation S-K.

On May 2, 2019, the Company issued a press release regarding Messrs.Blackford and Levines appointment to the Board. The press release is attached hereto as Exhibit99.1 and is incorporated herein by reference.

(b)On April 26, 2019, Jamie Grooms, a member of the Board of the Company, advised the Company that he would not stand for re-election to the Board at the Companys 2019 Annual Meeting of Shareholders (the 2019 Annual Meeting). He will continue to serve on the Board until after the 2019 Annual Meeting. Mr. Grooms departure was not due to any disagreement with the Company.

Item 5.02 Amendments to Articles of Incorporation or Bylaws; Change in FiscalYear.

On April 26, 2019, the Board voted to amend and restate the Companys Amended and Restated Bylaws (as so amended and restated, the Amended and Restated Bylaws) to increase the number of directors to nine. The Amended and Restated Bylaws became effective immediately upon their adoption by the Board.

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 Exhibit3.2 to this current report on Form8K and incorporated herein by reference.

Item 5.02Shareholder Director Nominations

The Board of Directors of the Company has established August 14, 2019 as the date of the Companys 2019 Annual Meeting. Accordingly, if a shareholder intends to nominate a candidate for election to the Board or to propose other business for consideration at the 2019 Annual Meeting to be included in the Companys proxy statement relating to the 2019 Annual Meeting (including a proposal made to Rule 14a8 promulgated under the Securities Exchange Act of 1934, as amended) such notice must be received by the Company at its principal executive offices no later than the close of business on May 13, 2019, which the Company has determined to be a reasonable time before it expects to begin to distribute its proxy materials prior to the 2019 Annual Meeting. Any such proposal must also meet the requirements set forth in the rules and regulations of the Securities and Exchange Commission in order to be eligible for inclusion in the proxy materials for the 2019 Annual Meeting.