NASDAQ false 0001661181 0001661181 2021-12-29 2021-12-29





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 29, 2021




(Exact Name of Registrant as specified in its charter)




Delaware   001-37906   98-1329150
(State or Other Jurisdiction
of Incorporation)
File Number)
  (IRS Employer
Identification No.)


85 Dan Road

Canton, MA

(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 5.07. Submission of Matters to a Vote of Security Holders.

We held our 2021 Annual Meeting of Stockholders on December 29, 2021, at which two proposals were submitted to, and approved by, our stockholders. The holders of 95,954,171 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 2021 Annual Meeting filed with the Securities and Exchange Commission on November 30, 2021. The final results for the votes for each proposal are set forth below.

At the annual meeting, each of Alan A. Ades, Robert Ades, Prathyusha Duraibabu, David Erani, Jon Giacomin, Gary S. Gillheeney, Sr., Arthur S. Leibowitz and Glenn H. Nussdorf 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:



   Votes For    Votes Withheld    Broker

Alan A. Ades

   33,738,672    21,713,880    40,501,619

Robert Ades

   38,507,526    16,945,026    40,501,619

Prathyusha Duraibabu

   54,443,510      1,009,042    40,501,619

David Erani

   39,703,369    15,749,183    40,501,619

Jon Giacomin

   52,718,082      2,734,470    40,501,619

Gary S. Gillheeney, Sr.

   43,286,577    12,165,975    40,501,619

Arthur S. Leibowitz

   33,464,727    21,987,825    40,501,619

Glenn H. Nussdorf

   39,791,632    15,660,920    40,501,619

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, 2021. The votes cast on this proposal were as follows:



   Votes For    Votes Against    Abstentions    Broker

To ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for fiscal year 2021

   94,296,655    181,675    1,475,841    0




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.


Organogenesis Holdings Inc.

/s/ Lori Freedman

Name:   Lori Freedman
Title:   Vice President and General Counsel

Date: December 30, 2021