Current Report — Form 8-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: 8-K Mimedx Group Inc 8-K 5-9-2013 HTML 36K
2: EX-10.1 Material Contract HTML 16K
3: EX-10.2 Material Contract HTML 16K
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Compensatory Arrangements of Certain Officers.
On May 9, 2013, the Board of Directors of MiMedx Group, Inc. (the “Company”) approved amendments to the Change of Control Severance Compensation and Restrictive Covenant Agreements (the “Severance Agreements”) dated November 11, 2011 entered into with Messrs. William C. Taylor and Michael J. Senken. The Severance Agreements provide compensation to the Executive in the event that, after a change in control, the Executive’s employment is terminated by the Company for reasons other than the Executive’s death, disability or for “Cause” (as defined in the respective Severance Agreements) or if the executive voluntarily terminates his employment for “Good Reason” (as defined in the respective Severance Agreements). The
approved amendments to the Severance Agreements increased the number of years’ of severance and the period for which the executives are entitled to receive health and life insurance coverage and other fringe benefits from 1.5 to 2 years for Mr. Taylor and from 1 year to 1.5 years for Mr. Senken. The full text of the amendments to the Severance Agreement is attached to this Form 8-K as Exhibits 10.1 and 10.2. This description is qualified by reference to the actual text of such Severance Agreements, as amended.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 9, 2013, MiMedx Group, Inc., held an annual meeting of its shareholders. There were five proposals acted upon at that meeting. All proposals were approved. The following is a description of each item and the votes cast for each:
Proposal 1: The election of three Class III directors
For
Withheld
Parker H. Petit
40,341,456
44,713
Larry Papasan
40,181,770
204,399
J. Terry Dewberry
40,339,301
46,868
For
Against
Withheld
Broker Non-Votes
Total shares voted
120,862,527
0
295,980
30,300,558
Proposal 2: Approval of an amendment to the Company’s Assumed 2006 Stock Incentive Plan
For
Against
Abstain
Total shares voted
37,620,335
1,832,440
933,394
Proposal 3: Ratification of the appointment of Cherry, Bekaert & Holland L.L.P. as our independent registered public accounting firm
For
Against
Abstain
Broker Non-Votes
Total shares voted
70,467,107
181,913
37,707
30,300,558
2
Proposal 4: Advisory vote to approve executive compensation of named executive officers
For
Against
Abstain
Broker Non-Votes
Total shares voted
37,892,699
1,565,733
927,737
30,300,558
Proposal 5: Advisory vote for the frequency of shareholder votes on executive compensation
1 Year
2 Years
3 Years
Abstain
Total shares voted
6,421,788
299,724
33,391,834
272,823
Item 9:01 Financial Statements and Exhibits
(d)
Exhibits
10.1 First Amendment to Change of Control Severance and Restrictive Covenant Agreement dated May 9, 2013, by and between MiMedx Group, Inc. and William C. Taylor (filed herewith).
10.2 First Amendment to Change of Control Severance and Restrictive Covenant Agreement dated May 9, 2013, by and between MiMedx Group, Inc. and Michael J. Senken (filed herewith).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.