Business Context and Reporting Period
Company: Organogenesis Holdings Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: June 23, 2025
Event: The company held its 2025 Annual Meeting of Stockholders on June 23, 2025, where four proposals were submitted to and approved by stockholders. Additionally, holders of Series A Convertible Preferred Stock voted to re-elect Garrett Lustig to the Board of Directors.
Key Financial Metrics
This filing is a Current Report (Form 8-K) regarding corporate governance and stockholder voting results. It does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The filing text does not provide a clear value for any financial metrics.
Material Changes Versus Prior Period
No material financial changes are reported in this filing. The document focuses on the outcomes of the 2025 Annual Meeting compared to the prior meeting cycle, specifically regarding the election of directors and approval of corporate proposals.
Guidance, Outlook, and Voting Results
Management Commentary and Risks: The filing does not contain forward-looking guidance, management commentary on operations, or specific risk factors beyond standard regulatory disclosures regarding Nasdaq listing rules.
Voting Results Summary:
- Director Elections: All nine nominees (Robert Ades, Michael J. Driscoll, Prathyusha Duraibabu, Jon Giacomin, Gary S. Gillheeney, Sr., Michele Korfin, Arthur S. Leibowitz, Glenn H. Nussdorf, and Gilberto Quintero) were elected. Votes withheld ranged from approximately 1.06 million to 4.51 million per nominee.
- Executive Compensation (Say-on-Pay): Approved on an advisory basis with 67,071,290 votes for and 6,289,601 votes against.
- Series A Preferred Stock Conversion: Stockholders approved the issuance of Class A common stock upon conversion of Series A Convertible Preferred Stock at less than the "minimum price" under Nasdaq Listing Rule 5635(d). This proposal received 45,366,007 votes for and 2,653,160 votes against. Note: Series A holders were not entitled to vote on this specific proposal.
- Independent Auditor Ratification: RSM US LLP was ratified as the independent registered public accounting firm for fiscal year 2025 with 103,611,126 votes for and 3,865,092 votes against.
Attendance: 107,494,803 shares of Class A common stock were present or represented by proxy, including 25,358,021 shares issuable upon conversion of Series A Preferred Stock (voted on an as-converted basis subject to a 19.99% voting limitation).
Important Facts for Investor Verification
- Verify the impact of the approved Series A Convertible Preferred Stock conversion on future share count and potential dilution, as it involves issuance below the Nasdaq "minimum price."
- Review the Definitive Proxy Statement filed on May 12, 2025, for detailed biographical information on the newly elected directors and full details of the compensation proposal.
- Confirm the specific terms of the Series A Convertible Preferred Stock Certificate of Designations to understand the mechanics of the conversion approved.
- Note that Garrett Lustig was re-elected to the Board by Series A holders via written consent, separate from the general stockholder vote.