UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 23, 2022

 

ORGANOGENESIS HOLDINGS INC.

(Exact Name of Registrant as specified in its charter)

 

 

Delaware		001-37906		98-1329150
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
85 Dan Road Canton, MA				02021
(Address of principal executive offices)				(Zip Code)

(781) 575-0775

(Registrant’s telephone number, including area code)

Not Applicable

(Registrant’s name or former address, if changed since last report)

 

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:

 

☐	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 on which registered
Class A Common Stock, $0.0001 par value		ORGO		Nasdaq Capital Market

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 pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 3.03

Material Modification to Rights of Security Holders.

To the extent applicable, the information in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

 

Item 5.02

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

As set forth below in Item 5.07, our stockholders approved an amendment to the 2018 Equity Incentive Plan of Organogenesis Holdings Inc. (the “Company”) at the 2022 Annual Meeting of Stockholders held on June 23, 2022 (the “Annual Meeting”) to increase the number of shares of Class A common stock reserved for issuance thereunder by 7,826,970 shares. A description of the material terms of the 2018 Equity Incentive Plan is set forth in the Company’s definitive proxy statement relating to the Annual Meeting filed with the Securities and Exchange Commission on May 10, 2022.

 

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As set forth below in Item 5.07, at the Annual Meeting, our stockholders approved an amendment to our Certificate of Incorporation (the “Certificate of Amendment”), which amends Article V, Section 5.3 of our Certificate of Incorporation to remove a provision that states that a director may be removed by stockholders only for cause. As a result of this amendment, our Certificate of Incorporation reverts to the default provision provided by Section 141(k) of the Delaware General Corporation Law that entitles the stockholders of a Delaware corporation to remove any director or the entire board of directors by a vote of a majority of the votes entitled to be cast. The above description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 attached hereto and incorporated by reference herein.

The Certificate of Amendment became effective upon acceptance of the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware on June 23, 2022.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, six proposals were submitted to, and approved by, our stockholders. The holders of 117,639,346 shares of our Class A common stock were present or represented by proxy at the meeting. The proposals are described in detail in our definitive proxy statement for the 2022 Annual Meeting filed with the Securities and Exchange Commission on May 10, 2022. The final results for the votes for each proposal are set forth below.

At the annual meeting, each of Alan A. Ades, Robert Ades, Michael J. Driscoll, Prathyusha Duraibabu, David Erani, Jon Giacomin, Gary S. Gillheeney, Sr., Michele Korfin, Arthur S. Leibowitz, Glenn H. Nussdorf and Gilberto Quintero was elected as a Director of the Company, to serve until the next Annual Meeting of Stockholders and until their successors are elected and qualified. The votes cast in the election of the directors were as follows:

 

Nominee		Votes For				Votes Withheld				Broker Non-Votes
Alan A. Ades			88,292,756				16,291,777				13,054,813
Robert Ades			88,545,691				16,038,842				13,054,813
Michael J. Driscoll			86,401,824				18,182,709				13,054,813
Prathyusha Duraibabu			85,976,107				18,608,426				13,054,813
David Erani			96,607,996				7,976,537				13,054,813
Jon Giacomin			74,014,059				30,570,474				13,054,813
Gary S. Gillheeney, Sr.			94,661,549				9,922,984				13,054,813
Michele Korfin			87,225,919				17,358,614				13,054,813
Arthur S. Leibowitz			70,111,532				34,473,001				13,054,813
Glenn H. Nussdorf			96,614,046				7,970,487				13,054,813
Gilberto Quintero			86,624,795				17,959,738				13,054,813

 

2

At the annual meeting, our stockholders also approved, on an advisory basis, the compensation paid to the Company’s named executive officers. The votes cast on this proposal were as follows:

 

Proposal		Votes For				Votes Against				Abstentions				Broker Non-Votes
To approve, on an advisory basis, the compensation paid to the Company’s named executive officers.			91,740,768				12,563,596				280,169				13,054,813

At the annual meeting, our stockholders also approved, on an advisory basis, “1 year” as the frequency of holding an advisory vote on the compensation paid to the Company’s named executive officers. The votes cast on this proposal were as follows:

 

Proposal		1 Year				2 Years				3 Years				Abstentions				Broker Non-Votes
To approve, on an advisory basis, the frequency of holding an advisory vote on the compensation paid to the Company’s named executive officers.			94,233,055				9,431,733				891,131				28,614				13,054,813

At the annual meeting, our stockholders also approved an amendment to the Company’s Certificate of Incorporation to remove a provision that states that directors may only be removed for cause. The votes cast on this proposal were as follows:

 

Proposal		Votes For				Votes Against				Abstentions				Broker Non-Votes
To approve an amendment to the Company’s Certificate of Incorporation to remove a provision that states that directors may only be removed for cause.			86,797,769				17,734,177				52,587				13,054,813

At the annual meeting, our stockholders also approved an amendment to the Company’s 2018 Equity Incentive Plan to increase the number of shares of Class A common stock reserved for issuance thereunder by 7,826,970 shares. The votes cast on this proposal were as follows:

 

Proposal		Votes For				Votes Against				Abstentions				Broker Non-Votes
To approve an amendment to the Company’s 2018 Equity Incentive Plan to increase the number of shares of Class A common stock reserved for issuance thereunder by 7,826,970 shares.			86,138,319				18,416,291				29,923				13,054,813

At the annual meeting, our stockholders also approved the proposal to ratify the appointment of RSM US LLP as our independent registered public accounting firm for our fiscal year ending on December 31, 2022. The votes cast on this proposal were as follows:

 

Proposal		Votes For				Votes Against				Abstentions				Broker Non-Votes
To ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for fiscal year 2022			117,041,276				141,394				456,676			0

 

3

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit     No.		Description
3.1		Certificate of Amendment of Certificate of Incorporation of Organogenesis Holdings Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

4

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: June 27, 2022