[8-K] Axogen, Inc. Reports Material Event

Rhea-AI Filing Summary

On 18 June 2025 Axogen, Inc. (NASDAQ: AXGN) held its 2025 Annual Meeting, with 37.19 million shares (81.7% of the 45.53 million outstanding) represented. All eight directors were re-elected for one-year terms; most received >95% support, although John H. Johnson secured a lower 83.7% affirmative vote.

Key voting outcomes

• Auditor ratification —Deloitte & Touche LLP re-appointed with 99.7% support (37.04 M for, 0.04 M against).
• Say-on-pay —Executive compensation approved by 88.2% of votes cast (28.70 M for, 3.24 M against).
• Long-Term Incentive Plan —Fourth amendment increasing share reserve from 10.5 M to 13.4 M passed, but only with 52.4% support (16.74 M for, 15.21 M against), indicating heightened shareholder concern over dilution.
• Say-on-pay frequency —Investors strongly favored an annual advisory vote (96.7% support).

A total of 5.2 million broker non-votes applied to each proposal. The 8-K contains no financial performance metrics or strategic announcements; it strictly reports governance results. While all management-backed items succeeded, the narrow LTIP margin and one director’s lower support suggest rising shareholder scrutiny of compensation and equity dilution.

Positive

• All management-supported proposals, including say-on-pay and auditor ratification, received majority approval, underscoring broad shareholder confidence.
• Annual advisory vote on executive compensation garnered 96.7% support, aligning board accountability with investor preferences.

Negative

• Long-Term Incentive Plan expansion passed with only 52.4% support, signaling significant shareholder concern about potential equity dilution.
• Director John H. Johnson received markedly lower support (83.7%) than peers, indicating targeted governance dissatisfaction.

Insights

Proxy Governance Specialist

TL;DR: Routine AGM; all items passed, but LTIP cleared by slim 52% margin, hinting dilution worries.

The meeting delivered predictable outcomes: the board and auditors were comfortably re-confirmed and pay practices won broad support. Two governance signals stand out. First, the LTIP amendment—essential for sustaining equity-based incentives—barely crossed the finish line, with nearly half of votes opposing. For mid-cap life-sciences peers, opposition above 30% is considered elevated; 47.6% is a clear protest that the company should address potential dilution or plan design. Second, director Johnson’s 83.7% support, versus peers at >95%, suggests targeted dissatisfaction, often linked to committee membership or compensation alignment. Still, nothing here forces immediate operational change. Investors should monitor whether Axogen revises plan terms or enhances outreach before next year’s vote. Overall governance impact: neutral.

Portfolio Manager

TL;DR: Governance housekeeping; no financial impact, but LTIP dissent worth watching for future dilution risk.

From a portfolio perspective, this 8-K does not alter the investment thesis. Auditor continuity and director re-election remove uncertainty. Approval of the amended LTIP ensures Axogen retains equity compensation flexibility—important for talent in a competitive med-tech niche. However, 48% opposition could constrain future share issuance or lead to higher cash burn if management reduces equity grants. With no earnings data or operational updates, today’s filing is essentially non-impactful unless it foreshadows shareholder activism. I maintain a neutral stance but will track share count growth against revenue expansion to gauge dilution versus value creation.

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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 18, 2025

AXOGEN, INC.

(Exact Name of Registrant as Specified in Charter)

Minnesota

(State or Other Jurisdiction of

Incorporation or Organization)

001-36046

(Commission File Number)

41-1301878

(I.R.S. Employer Identification No.)

13631 Progress Boulevard, Suite 400 Alachua, Florida

(Address of principal executive offices)

32615

(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
Common Stock, $0.01 par value			AXGN			The Nasdaq Stock 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 provided pursuant to Section 13(a) of the Exchange Act. ☐

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

On June 18, 2025, Axogen, Inc. (the “Company”) held its 2025 annual meeting of shareholders (the “Annual Meeting”), at which a total of 37,190,480 shares of common stock of the Company, out of a total 45,534,866 shares of common stock outstanding and entitled to vote as of April 23, 2025, the record date, were present in person or represented by proxies. The Company’s shareholders voted on five 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 30, 2025. The results of voting on the five 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 2026 annual meeting of shareholders. The results of the election were as follows:

Name						For						Withheld						Broker Non-Votes
Paul Thomas						30,961,354						1,028,894						5,200,232
Michael Dale						31,257,947						732,301						5,200,232
William Burke						30,707,128						1,283,120						5,200,232
John H. Johnson						26,774,254						5,215,994						5,200,232
Alan Levine						31,047,002						943,246						5,200,232
Joseph Tyndall						30,741,765						1,248,483						5,200,232
Kathy Weiler						30,499,131						1,491,117						5,200,232
Amy Wendell						30,152,102						1,838,146						5,200,232

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, 2025 was ratified. The results of the vote were as follows:

For						Against						Abstentions						Broker Non-Votes
37,035,398						36,082						119,000						—

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
28,700,739						3,241,203						48,306						5,200,232

Proposal 4: Amendment and Restatement of the Axogen, Inc. 2019 Long-Term Incentive Plan

The Axogen, Inc. Fourth Amended and Restated 2019 Long-Term Incentive Plan to increase the number of shares reserved for issuance thereunder from 10,500,000 to 13,400,000 was approved. The results of the vote were as follows:

For						Against						Abstentions						Broker Non-Votes
16,743,112						15,208,277						38,859						5,200,232

Proposal 5: Frequency of Future Shareholders’ Votes to Approve the Compensation of the Named Executive Officers

The advisory (non-binding) vote on the frequency of future non-binding shareholders’ votes to approve the compensation of the Company’s named executive officers. The results of the vote were as follows:

1 Year						2 Years						3 Years						Abstentions						Broker Non-Votes
31,095,988						20,797						785,255						88,208						5,200,232

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 20, 2025			By:			/s/ Marc Began
						Marc Began
						Executive Vice President, General Counsel and Chief Compliance Officer

FAQ

How many Axogen (AXGN) shares were represented at the 2025 Annual Meeting?

A total of 37,190,480 shares, or 81.7% of shares outstanding, were present in person or by proxy.

Did shareholders approve Axogen's amended 2019 Long-Term Incentive Plan?

Yes. The LTIP expansion to 13.4 million shares passed with 16.74 M for and 15.21 M against (52.4% support).

What was the outcome of the 2025 say-on-pay vote for AXGN?

Executive compensation was approved with 28.70 M for, 3.24 M against, and 88.2% overall support.

Which voting frequency did Axogen investors prefer for future say-on-pay resolutions?

Shareholders overwhelmingly selected 1-year frequency, with 31.10 M votes (96.7% of votes cast).

How strong was support for Axogen's auditor, Deloitte & Touche LLP?

Ratification passed with 37.04 M votes for versus just 0.04 M against, a 99.7% approval rate.