Organogenesis (NASDAQ: ORGO) investors reelect full board and approve pay
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Organogenesis Holdings Inc. reported results from its 2026 Annual Meeting of Stockholders held on June 15, 2026. Holders of 129,564,421 shares of Class A common stock, including 38,470,359 as-converted shares from Series A Convertible Preferred Stock, were represented.
Stockholders elected nine directors, including Robert Ades and Gary S. Gillheeney, Sr., each receiving over 76 million votes for, with substantial broker non-votes reflecting street-held shares. Holders of Series A Convertible Preferred Stock also re-elected Garrett Lustig to the board by written consent.
Investors approved, on an advisory basis, the compensation of named executive officers, with 72,516,011 votes for and 12,722,258 against. They also ratified the appointment of RSM US LLP as independent registered public accounting firm for fiscal year 2026, with 128,421,160 votes for and minimal opposition.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 5.02, 5.07
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
Key Figures
Shares represented: 129,564,421 shares
As-converted preferred voting: 38,470,359 shares
Highest director support: 85,064,304 votes for
+3 more
6 metrics
Shares represented
129,564,421 shares
Class A common stock present or represented at 2026 Annual Meeting
As-converted preferred voting
38,470,359 shares
Class A common stock issuable upon conversion of Series A Convertible Preferred Stock voting with common
Highest director support
85,064,304 votes for
Votes for director nominee Robert Ades
Say-on-pay support
72,516,011 votes for
Advisory approval of compensation for named executive officers
Auditor ratification votes for
128,421,160 votes for
Ratification of RSM US LLP as independent registered public accounting firm for 2026
Auditor ratification opposition
856,933 votes against
Votes against ratifying RSM US LLP for fiscal year 2026
Key Terms
Series A Convertible Preferred Stock, broker non-votes, named executive officers, independent registered public accounting firm, +1 more
5 terms
Series A Convertible Preferred Stock financial
"the holders of our Series A Convertible Preferred Stock voted by written consent"
Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.
broker non-votes financial
"The votes cast in the election of the directors were as follows ... 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.
named executive officers financial
"our stockholders also approved, on an advisory basis, the compensation paid to our named executive officers"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
independent registered public accounting firm financial
"to ratify the appointment of RSM US LLP as our 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.
advisory basis financial
"approved, on an advisory basis, the compensation paid to our named executive officers"
FAQ
What did Organogenesis (ORGO) stockholders vote on at the 2026 Annual Meeting?
Stockholders voted on three key items: electing nine directors, approving on an advisory basis the compensation of named executive officers, and ratifying RSM US LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
Were all Organogenesis (ORGO) director nominees elected at the 2026 meeting?
Yes. All nine nominees, including Robert Ades, Michael J. Driscoll, Gary S. Gillheeney, Sr., and others, were elected to serve until the next Annual Meeting of Stockholders and until their successors are elected and qualified, based on majority support from the votes cast.
How did Organogenesis (ORGO) stockholders vote on executive compensation in 2026?
Stockholders approved, on an advisory basis, the compensation paid to named executive officers, with 72,516,011 votes for, 12,722,258 votes against, 61,328 abstentions, and 44,264,824 broker non-votes recorded, indicating overall support for the company’s executive pay program.
Which audit firm did Organogenesis (ORGO) stockholders ratify for fiscal 2026?
Stockholders ratified the appointment of RSM US LLP as the independent registered public accounting firm for fiscal year 2026, with 128,421,160 votes for, 856,933 votes against, 286,328 abstentions, and no broker non-votes reported on this auditor ratification proposal.
What role did Series A Convertible Preferred Stock holders play in Organogenesis governance?
Holders of Series A Convertible Preferred Stock voted by written consent on June 15, 2026, to re-elect Garrett Lustig to the board, and their 38,470,359 as-converted shares were also entitled to vote with Class A common stock at the 2026 Annual Meeting.