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): August 1, 2013

 

 

AXOGEN, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Minnesota   0-16159   41-1301878

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

13859 Progress Boulevard, Suite 100,

Alachua, Florida

  32615
(Address of Principal Executive Offices)   (Zip Cope)

Registrant’s telephone number, including area code

(386) 462-6800

(Former 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))

 

 

 


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

On August 1, 2013, Axogen, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”). The matters voted on by stockholders at the Meeting included (1) a proposal to elect eight (8) Directors to serve until the next Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified, (2) a proposal to ratify the appointment of Lurie Besikof Lapidus & Company, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013, (3) an advisory non-binding resolution to approve the compensation of the Company’s named executive officers, and (4) an advisory non-binding vote to determine whether the non-binding vote on the compensation of the Company’s named executive officer should occur every one, two or three years. There were represented at the Meeting, either in person or by proxy, 9,077,886 shares of the Company’s common stock, out of a total number of 11,139,939 shares of the Company’s common stock outstanding and entitled to vote at the Meeting. The results of the stockholders’ votes are as follows:

 

Proposal No. 1: Election of Directors:

 

Nominee

   For      Withhold  

Gregory G. Freitag

     3,361,802         268,768   

Mark Gold

     3,400,671         229,899   

Jamie Grooms

     3,359,402         271,168   

John Harper

     3,524,449         106,121   

Joe Mandato

     3,524,449         106,121   

Robert J. Rudelius

     3,400,671         229,899   

Karen Zaderej

     3,506,423         124,147   

John McLaughlin

     3,483,180         147,390   

 

Proposal No. 2: Ratification of Appointment of Lurie Besikof Lapidus & Company, LLP as Independent Registered Public Accounting Firm:

 

For

 

Against

 

Abstain

8,752,662

  303,431   21,793

 

Proposal No. 3: Approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement:

 

For

 

Against

 

Abstain

 

Broker Non–Vote

3,471,090

  153,304   6,176   5,447,316

 

Proposal No. 4: Recommend by a non-binding advisory vote the frequency of future non-binding advisory votes on the compensation of the Company’s named executive officers:

 

One Year

 

Two Years

 

Three Years

 

Abstain

414,323

  200,218   1,991,580   1,024,449

The foregoing votes reflect that the proposals received the requisite votes to (i) elect all eight (8) of the nominees of the Board of Directors, (ii) ratify the appointment of the Company’s independent public accounting firm for the fiscal year ending December 31, 2013, (iii) approve the compensation paid to the Company’s named executive officers, and (iv) approve the frequency of the advisory non-binding vote on the compensation of the Company’s named executive officers every three years.


SIGNATURE

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.

 

    AXOGEN, INC.
Date: August 6, 2013     By:   /s/ Gregory G. Freitag
      Gregory G. Freitag
      Chief Financial Officer