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MiMedx (NASDAQ: MDXG) details bylaw change and 2026 shareholder votes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

MiMedx Group, Inc. reported governance updates and 2026 annual meeting results. The board amended the Amended & Restated Bylaws to allow the chief executive officer to serve on up to three boards of directors of public companies.

At the 2026 Annual Meeting, 125,360,965 common shares, representing approximately 84.2% of eligible votes, were present in person or by proxy. Shareholders re‑elected the nominated directors, approved an advisory resolution on executive compensation, and ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

Positive

  • None.

Negative

  • None.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
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.
CEO outside public boards limit 3 boards Maximum number of public company boards CEO may sit on after June 10, 2026 bylaw amendment
Shares represented at 2026 meeting 125,360,965 shares Approximately 84.2% of votes entitled to be cast at the 2026 Annual Meeting
Say-on-pay votes for 95,158,451 votes Proposal 2 advisory approval of executive compensation at 2026 Annual Meeting
Say-on-pay votes against 4,369,645 votes Proposal 2 advisory approval of executive compensation at 2026 Annual Meeting
Auditor ratification votes for 123,687,080 votes Proposal 3 ratification of Deloitte & Touche LLP for fiscal year ending December 31, 2026
Auditor ratification votes against 1,640,474 votes Proposal 3 ratification of Deloitte & Touche LLP at 2026 Annual Meeting
Amended & Restated Bylaws regulatory
"the Board of Directors of MiMedx Group, Inc. approved an amendment to the Company’s Amended & Restated Bylaws"
advisory resolution regarding executive compensation financial
"shareholders: (1) re-elected ... (2) approved an advisory resolution regarding executive compensation"
independent registered public accounting firm regulatory
"certified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
broker non-votes financial
"For | Against | Abstain | Broker Non-Votes Joseph H. Capper | 99,286,347 | 2,395,447 | 70,158 | 23,609,013"
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.
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Understanding 8-K Material Events →
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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 10, 2026
MIMEDX GROUP, INC.
(Exact name of registrant as specified in charter)
Florida001-3588726-2792552
(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 classTrading Symbol(s)Name of each exchange
on which registered
Common Stock, $0.001 par value per shareMDXGThe 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 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 10, 2026, the Board of Directors of MiMedx Group, Inc. (the “Company”) approved an amendment to the Company’s Amended & Restated Bylaws. The amendment increased the number of boards of directors of public companies that the Company’s chief executive officer may sit on to three.
Item 5.07    Submission of Matters to a Vote of Security Holders.
On June 10, 2026, the Company held its 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”).
At the 2026 Annual Meeting, 125,360,965 shares of Company common stock (i.e., approximately 84.2% of votes entitled to be cast at the 2026 Annual Meeting) were represented in person or by proxy.
At the 2026 Annual Meeting, the shareholders: (1) re-elected Joseph H. Capper, James L. Bierman, William A. Hawkins, III, K. Todd Newton, Tiffany Olson, Dorothy Puhy, and Martin P. Sutter, (2) approved an advisory resolution regarding executive compensation, and (3) certified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Set forth below is information regarding the votes cast for each proposal.
Proposal 1: Election of Nine Directors.
ForAgainstAbstainBroker Non-Votes
Joseph H. Capper99,286,3472,395,44770,15823,609,013
James L. Bierman96,181,3165,500,06970,56723,609,013
William A. Hawkins, III98,237,2483,417,90696,79823,609,013
K. Todd Newton96,493,6685,219,80838,47623,609,013
Tiffany Olson98,657,1852,984,080110,68723,609,013
Dorothy Puhy98,645,9422,993,132112,87823,609,013
Martin P. Sutter97,032,1564,617,992101,80423,609,013
Proposal 2: Advisory approval of executive compensation.
ForAgainstAbstainBroker Non-Votes
Total Shares Voted95,158,4514,369,6452,223,85623,609,013
Proposal 3: Ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
ForAgainstAbstainBroker Non-Votes
Total Shares Voted123,687,0801,640,47433,411N/A
Exhibit No.Description of Exhibit
3.2
Amended & Restated Bylaws June 2026
104The 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 16, 2026By:/s/ William “Butch” Hulse
William “Butch” Hulse
General Counsel & Chief Administrative Officer

Source: View Original Filing on SEC EDGAR

FAQ

What bylaw change did MiMedx Group (MDXG) approve in June 2026?

MiMedx’s board amended its Amended & Restated Bylaws to increase how many public company boards the CEO may serve on, setting the limit at three. This change specifically concerns outside directorships at other public companies, not the CEO’s role at MiMedx.

How many MiMedx (MDXG) shares were represented at the 2026 Annual Meeting?

MiMedx reported that 125,360,965 shares of common stock were represented at the 2026 Annual Meeting, about 84.2% of votes entitled to be cast. This relatively high participation level means the meeting comfortably met quorum requirements for shareholder voting.

Did MiMedx (MDXG) shareholders approve executive compensation in 2026?

Shareholders approved MiMedx’s advisory resolution on executive compensation. Proposal 2 received 95,158,451 votes for, 4,369,645 against, and 2,223,856 abstentions, with 23,609,013 broker non-votes. This advisory outcome supports the company’s current executive pay program.

Which audit firm did MiMedx (MDXG) ratify for the 2026 fiscal year?

Shareholders ratified Deloitte & Touche LLP as MiMedx’s independent registered public accounting firm for the fiscal year ending December 31, 2026. Proposal 3 received 123,687,080 votes for, 1,640,474 against, and 33,411 abstentions, with no broker non-votes recorded.

Were MiMedx (MDXG) director nominees re-elected at the 2026 Annual Meeting?

All listed directors standing for election, including Joseph H. Capper and other nominees, were re-elected. Each candidate received substantially more votes for than against, with separate broker non-vote totals, confirming continued shareholder support for the current board composition.

Filing Exhibits & Attachments

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