MiMedx AGM: Board retained, annual Say-on-Pay adopted, incentive plan passes

Rhea-AI Filing Summary

MiMedx Group, Inc. (NASDAQ: MDXG) filed an 8-K summarizing the voting results of its 2025 Annual Meeting held on 18 June 2025. Shareholder participation was strong with 126.6 million shares (≈85.7% of the shares entitled to vote) represented in person or by proxy.

Key outcomes:

• Board elections: All nine incumbent directors were re-elected. Support ranged from 90.5 million to 97.2 million votes for, versus 4.5-10.3 million against. Broker non-votes totaled 24.7 million.
• Say-on-Pay (advisory): 94.8 million votes for, 6.9 million against, 0.2 million abstentions—about 93% approval.
• Auditor ratification: Deloitte & Touche LLP was confirmed with 123.7 million votes for and less than 1.0 million against (≈97% support).
• 2016 Equity & Cash Incentive Plan amendment: Approved with 91.4 million votes for (≈90% support) and 10.3 million against.
• Say-on-Pay frequency: A majority of 97.5 million shares favored an annual advisory vote; consequently, the company will hold future Say-on-Pay votes every year.

The filing contained no financial performance data or transactional announcements, focusing solely on corporate-governance matters. Overall, the company secured broad shareholder endorsement on all proposals, though c. 10% opposition on compensation-related items indicates a modest level of investor dissent that management may monitor going forward.

Positive

• All nine directors re-elected, signaling shareholder confidence in current leadership.
• 93% approval for executive compensation, exceeding typical advisory thresholds.
• 97% of votes ratified Deloitte & Touche LLP, indicating strong trust in audit oversight.
• Shareholders endorsed an annual Say-on-Pay, promoting regular accountability.

Negative

• Approximately 10% of votes opposed certain directors and the incentive plan, hinting at pockets of discontent.
• Support for the amended incentive plan (≈90%) falls below near-unanimous levels, suggesting some dilution or pay-structure concerns.

Insights

Corporate Governance Analyst

TL;DR Broad support for board and pay; minor but notable 7-10% dissent on governance/compensation matters.

The 2025 AGM delivered solid outcomes for MiMedx. All directors gained re-election with >87% of votes cast, reflecting confidence in current leadership. Advisory Say-on-Pay cleared with 93% support—comfortably above the 70% threshold proxy advisers often flag—yet the 6.9 million dissenting votes represent a measurable minority that could grow if compensation concerns persist. The amendment to the 2016 Incentive Plan passed with ≈90% support, suggesting shareholders are still comfortable with equity dilution levels.
Ratification of Deloitte at 97% indicates no audit-quality concerns. The decisive 97.5 million votes for an annual Say-on-Pay aligns MiMedx with prevailing large-cap practice and keeps remuneration scrutiny high. From a governance lens, no red flags emerge, but the board should engage dissenting holders on compensation structure to avoid future escalation.

Portfolio Manager

TL;DR Routine governance results; no immediate valuation impact.

These AGM outcomes are largely procedural and do not alter MiMedx’s cash flows or strategic trajectory. High voter turnout (85.7%) and comfortable margins reduce near-term governance risk. The modest <10% opposition on pay and the incentive plan is worth tracking but unlikely to drive activist activity immediately. Continued annual Say-on-Pay votes provide an ongoing temperature check. For portfolio positioning, the filing is neutral: no earnings guidance, capital allocation changes, or strategic shifts were disclosed.

8-K Event Classification

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

1 item

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.

Understanding 8-K Material Events →

0001376339false00013763392025-06-182025-06-18

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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

MIMEDX GROUP, INC.

(Exact name of registrant as specified in charter)

Florida

001-35887

26-2792552

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

1775 West Oak Commons Ct., NE, Marietta GA 30062

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (770) 651-9100

____________________

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 (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 each exchange on which registered

Common Stock, $0.001 par value per share

MDXG

The Nasdaq Stock Market LLC

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, the Company held its 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”).

At the 2025 Annual Meeting, 126,620,293 shares of Company common stock (i.e., approximately 85.7% of votes entitled to be cast at the 2025 Annual Meeting) were represented in person or by proxy.

At the 2025 Annual Meeting, the shareholders: (1) re-elected M. Kathleen Behrens, Ph.D., Joseph H. Capper, James L. Bierman, William A. Hawkins, III, Cato T. Laurencin, M.D., K. Todd Newton, Tiffany Olson, Dorothy Puhy, and Martin P. Sutter, (2) approved an advisory resolution regarding executive compensation, (3) certified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, (4) approved an amendment of the Company’s 2016 Equity and Cash Incentive Plan, and (5) approved an advisory resolution for an annual shareholder vote on executive compensation,

Set forth below is information regarding the votes cast for each proposal.

Proposal 1: Election of Nine Directors.

						For						Against						Abstain						Broker Non-Votes
M. Kathleen Behrens						91,972,156						9,879,214						61,741						24,707,182
Joseph H. Capper						95,965,049						5,907,223						40,839						24,707,182
James L. Bierman						97,144,748						4,711,520						56,843						24,707,182
William A. Hawkins, III						95,312,036						6,511,171						89,904						24,707,182
Cato T. Laurencin						97,246,926						4,513,738						152,447						24,707,182
K. Todd Newton						96,774,711						5,002,007						136,393						24,707,182
Tiffany Olson						96,835,684						5,014,632						62,795						24,707,182
Dorothy Puhy						95,383,954						6,462,064						67,093						24,707,182
Martin P. Sutter						94,553,803						7,301,165						58,143						24,707,182

Proposal 2: Advisory approval of executive compensation.

						For						Against						Abstain						Broker Non-Votes
Total Shares Voted						94,778,256						6,924,968						209,887						24,707,182

Proposal 3: Ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

For

Against

Abstain

Broker Non-Votes

Total Shares Voted

123,672,273

970,687

1,977,333

N/A

Proposal 4: Approval of the amendment of the Company’s 2016 Cash and Equity Incentive Plan.

						For						Against						Abstain						Broker Non-Votes
Total Shares Voted						91,371,825						10,344,239						197,047						24,707,182

Proposal 5: Advisory approval of the frequency of the shareholder vote on executive compensation.

						One year						Two years						Three years						Abstain
Total Shares Voted						97,503,345						462,185						2,446,853						1,500,728

Say-on-Pay Frequency Determination

In light of the shareholder advisory vote, the Company has determined that future advisory Say on Pay votes will occur every year until the next advisory vote regarding such frequency.

Exhibit No.						Description of Exhibit
104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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.

						MIMEDX GROUP, INC.
June 20, 2025			By:			/s/ William “Butch” Hulse
						William “Butch” Hulse General Counsel & Chief Administrative Officer

FAQ

How many MiMedx (MDXG) shares were represented at the 2025 Annual Meeting?

A total of 126,620,293 shares, or about 85.7% of eligible votes, were present in person or by proxy.

Did MiMedx shareholders approve the 2025 Say-on-Pay proposal?

Yes. 94,778,256 votes (≈93%) supported the advisory executive compensation resolution.

Which auditor did MiMedx ratify for fiscal year 2025?

Shareholders ratified Deloitte & Touche LLP with 123.7 million votes for and only 0.97 million against.

What vote frequency on executive compensation did shareholders choose?

The majority—97,503,345 shares—preferred an annual Say-on-Pay vote.

Was the amendment to MiMedx’s 2016 Equity & Cash Incentive Plan approved?

Yes. The amendment passed with 91,371,825 votes for and 10,344,239 against.