Axogen (AXGN) investors approve directors, auditor and executive pay at 2026 meeting
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Axogen, Inc. reported the results of its 2026 annual meeting of shareholders. A total of 45,364,808 shares were present or represented by proxy, out of 53,177,824 shares outstanding and entitled to vote as of April 24, 2026, indicating strong participation.
Shareholders elected eight directors to serve one-year terms until the 2027 annual meeting, with each nominee receiving a substantial majority of votes cast. Deloitte & Touche LLP was ratified as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Shareholders also approved, on an advisory and non-binding basis, the compensation of Axogen’s named executive officers, with 38,606,031 votes in favor versus 1,419,784 against. Overall, the voting results reflect broad shareholder support for the board slate, auditor selection, and executive pay program.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 5.07, 9.01
2 items
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Shares represented at meeting: 45,364,808 shares
Shares outstanding entitled to vote: 53,177,824 shares
Auditor ratification votes for: 45,296,698 votes
+5 more
8 metrics
Shares represented at meeting
45,364,808 shares
Present or by proxy at 2026 annual meeting
Shares outstanding entitled to vote
53,177,824 shares
Common stock as of April 24, 2026 record date
Auditor ratification votes for
45,296,698 votes
Ratification of Deloitte & Touche LLP for 2026
Auditor ratification votes against
51,604 votes
Ratification of Deloitte & Touche LLP for 2026
Say-on-pay votes for
38,606,031 votes
Advisory approval of named executive officer compensation
Say-on-pay votes against
1,419,784 votes
Advisory approval of named executive officer compensation
Broker non-votes on say-on-pay
5,301,434 votes
Compensation of named executive officers proposal
Director example – Paul Thomas votes for
39,087,824 votes
Election of director Paul Thomas
Key Terms
broker non-votes, independent public accounting firm, advisory (non-binding) vote, emerging growth company, +1 more
5 terms
broker non-votes financial
"The results of the election were as follows Name | For | Withheld | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent public accounting firm financial
"selection of Deloitte & Touche LLP as the Company’s registered independent public accounting firm"
An independent public accounting firm is a third-party audit firm that examines a company's financial records and issues a report on whether those statements are accurate and follow accounting rules. Like a neutral inspector or referee, its review gives investors confidence that the numbers can be trusted, reducing the risk of surprises and helping people decide whether the company is financially sound and worth investing in.
advisory (non-binding) vote financial
"The advisory (non-binding) vote on the executive compensation of the Company’s named executive officers was approved."
emerging growth company regulatory
"Emerging growth company Item 5.07. Submission of Matters to a Vote of Security Holders"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
record date financial
"out of a total 53,177,824 shares of common stock outstanding and entitled to vote as of April 24, 2026, the record date"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
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, 2026
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(Address of principal executive offices)
(Zip Code)
(386 ) 462-6800
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| 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 exchange on which registered | ||||||
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 provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders
On June 23, 2026, Axogen, Inc. (the “Company”) held its 2026 annual meeting of shareholders (the “Annual Meeting”), at which a total of 45,364,808 shares of common stock of the Company, out of a total 53,177,824 shares of common stock outstanding and entitled to vote as of April 24, 2026, the record date, were present in person or represented by proxies. The Company’s shareholders voted on three proposals at the Annual Meeting. The proposals are described in detail in the proxy statement for the Annual Meeting that the Company filed with the Securities and Exchange Commission on April 29, 2026. The results of voting on the three proposals, including the final vote tabulations, are set forth below.
Proposal 1: Election of Directors
Eight directors were elected to the Company’s Board of Directors to serve for a one-year term until the 2027 annual meeting of shareholders. The results of the election were as follows:
| Name | For | Withheld | Broker Non-Votes | |||||||||||||||||
| Paul Thomas | 39,087,824 | 975,550 | 5,301,434 | |||||||||||||||||
| Michael Dale | 39,293,341 | 770,033 | 5,301,434 | |||||||||||||||||
| William Burke | 38,994,779 | 1,068,595 | 5,301,434 | |||||||||||||||||
| John H. Johnson | 39,232,581 | 830,793 | 5,301,434 | |||||||||||||||||
| Alan Levine | 39,267,767 | 795,607 | 5,301,434 | |||||||||||||||||
| Joseph Tyndall | 38,995,363 | 1,068,011 | 5,301,434 | |||||||||||||||||
| Kathy Weiler | 36,268,710 | 3,794,664 | 5,301,434 | |||||||||||||||||
| Amy Wendell | 39,038,893 | 1,024,481 | 5,301,434 | |||||||||||||||||
Proposal 2: Ratification of Appointment of Independent Auditors
The Audit Committee’s selection of Deloitte & Touche LLP as the Company’s registered independent public accounting firm for the fiscal year ending December 31, 2026 was ratified. The results of the vote were as follows:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 45,296,698 | 51,604 | 16,506 | — | |||||||||||||||||
Proposal 3: Compensation of the Named Executive Officers
The advisory (non-binding) vote on the executive compensation of the Company’s named executive officers was approved. The results of the vote were as follows:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 38,606,031 | 1,419,784 | 37,559 | 5,301,434 | |||||||||||||||||
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AXOGEN, INC. | ||||||||
| Date: June 23, 2026 | By: | /s/ Marc Began | ||||||
| Marc Began | ||||||||
| Executive Vice President, General Counsel and Chief Compliance Officer | ||||||||
FAQ
Were all Axogen (AXGN) director nominees elected at the 2026 annual meeting?
Yes. All eight nominees for Axogen’s board of directors were elected to one-year terms, each receiving significantly more votes “for” than “withheld,” with additional broker non-votes recorded on the director proposal.