[8-K] Organogenesis Holdings Inc. Reports Material Event

Rhea-AI Filing Summary

Organogenesis Holdings Inc. (Nasdaq: ORGO) filed an 8-K covering the results of its 23 June 2025 Annual Meeting and a preferred-stock director election.

Board & Executive Matters

• Series A Convertible Preferred holders unanimously re-elected Garrett Lustig to the Board.
• All nine management-nominated directors were re-elected; the highest support was 72.4 million votes (95.8% of votes cast) for Gilberto Quintero, while the lowest was 68.9 million (93.9%) for Jon Giacomin.
• Say-on-Pay advisory resolution passed with 91.4% support (67.1 m for / 6.3 m against).

Capital Structure Proposal

• Shareholders approved—by 45.4 m for vs. 2.7 m against—the potential issuance of >20% of outstanding Class A shares upon conversion of Series A Preferred below Nasdaq “minimum price,” a step that could be deemed a change-of-control under Rules 5635(b)/(d).

Audit Matters

• RSM US LLP was ratified as independent auditor for FY 2025 with 96.4% support (103.6 m for / 3.9 m against).

Quorum: 107.5 million Class A votes were present (inclusive of 25.4 m as-converted preferred shares, subject to Nasdaq’s 19.99% cap).

The filing is largely routine governance disclosure; however, the preferred-stock conversion approval introduces potential future dilution that current shareholders should monitor.

Positive

• Shareholders decisively ratified RSM US LLP (96.4% support), reinforcing confidence in financial reporting.
• All Board nominees were re-elected, ensuring governance continuity and strategic stability.

Negative

• Approval to issue >20% additional shares upon preferred conversion introduces dilution risk for existing Class A holders.
• 8.6% of votes opposed executive compensation, indicating a minority yet notable shareholder dissatisfaction.

Insights

Corporate Governance Expert

TL;DR Routine annual-meeting approvals; key change is authorization for potentially dilutive preferred-stock conversion.

Board continuity is preserved with all nine nominees re-elected and the preferred director confirmed. Say-on-Pay passed comfortably, although 8.6% opposition indicates mild compensation concerns. The decisive approval of the Series A conversion proposal removes the 19.99% Nasdaq voting cap, simplifying capital-structure execution but opening the door to significant dilution if the preferred converts at sub-minimum price. Auditor ratification was near-unanimous, signalling no red-flags on financial reporting.

Equity Analyst

TL;DR Governance stable; future dilution risk rises as shareholders OK >20% share issuance on preferred conversion.

From a valuation lens, the meeting adds limited immediate impact—no earnings data or strategic shifts were disclosed. Yet the share-issuance authorization could increase float materially, pressuring per-share metrics when/if conversion occurs. With only 2.7 m votes against, investor sentiment seems tolerant, possibly reflecting expectation of capital need. Continued support for management (91% Say-on-Pay) suggests low activism threat in the near term.

NASDAQ false 0001661181 0001661181 2025-06-23 2025-06-23

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, 2025

ORGANOGENESIS HOLDINGS INC.

(Exact Name of Registrant as specified in its charter)

Delaware		001-37906		98-1329150
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

85 Dan Road Canton, MA		02021
(Address of principal executive offices)		(Zip Code)

(781) 575-0775

(Registrant’s telephone number, including area code)

Not Applicable

(Registrant’s name or former address, if changed since last report)

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:

☐ 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
Class A Common Stock, $0.0001 par value		ORGO		Nasdaq Capital 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 pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 23, 2025, the holders of our Series A Convertible Preferred Stock voted by written consent to re-elect Garrett Lustig to our board of directors, to serve until the next Annual Meeting of Stockholders and until his successor is elected and qualified.

The information required by this Item 5.02 is incorporated herein by reference to the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on May 12, 2025.

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

We held our 2025 Annual Meeting of Stockholders on June 23, 2025, at which four proposals were submitted to, and approved by, our stockholders. The holders of 107,494,803 shares of our Class A common stock, including 25,358,021 shares of Class A common stock issuable upon conversion of our outstanding Series A Convertible Preferred Stock that are entitled to vote with our Class A common stock on an as-converted basis and after giving effect to the 19.99% voting limitation imposed by the Nasdaq listing rules and the Certificate of Designations for the Series A Convertible Preferred Stock prior to stockholder approval, were present or represented by proxy at the meeting. The proposals are described in detail in our definitive proxy statement for the 2025 Annual Meeting filed with the Securities and Exchange Commission on May 12, 2025. The final results for the votes for each proposal are set forth below.

At the Annual Meeting, each of Robert Ades, Michael J. Driscoll, Prathyusha Duraibabu, Jon Giacomin, Gary S. Gillheeney, Sr., Michele Korfin, Arthur S. Leibowitz, Glenn H. Nussdorf and Gilberto Quintero was elected our Director, to serve until the next Annual Meeting of Stockholders and until their successors are elected and qualified. The votes cast in the election of the directors were as follows:

Nominee		Votes For		Votes Withheld		Broker Non-Votes
Robert Ades		72,094,278		1,364,787		34,035,738
Michael J. Driscoll		71,818,656		1,640,409		34,035,738
Prathyusha Duraibabu		72,296,076		1,162,989		34,035,738
Jon Giacomin		68,945,828		4,513,237		34,035,738
Gary S. Gillheeney, Sr.		72,061,570		1,397,495		34,035,738
Michele Korfin		72,303,781		1,155,284		34,035,738
Arthur S. Leibowitz		71,129,169		2,329,896		34,035,738
Glenn H. Nussdorf		72,195,862		1,263,203		34,035,738
Gilberto Quintero		72,402,755		1,056,310		34,035,738

At the Annual Meeting, our stockholders also approved, on an advisory basis, the compensation paid to our named executive officers. The votes cast on this proposal were as follows:

Proposal		Votes For		Votes Against		Abstentions		Broker Non-Votes
To approve, on an advisory basis, the compensation paid to our named executive officers.		67,071,290		6,289,601		98,174		34,035,738

At the Annual Meeting, our stockholders also approved, the issuance of, or in excess of, 20% of our outstanding Class A common stock upon the conversion of our Series A Convertible Preferred Stock at less than the “minimum price” under Nasdaq Listing Rule 5635(d), and which may be deemed a “change of control” under Nasdaq Listing Rule 5635(b) or any successor rule, pursuant to the terms of the Certificate of Designations of Series A Convertible Preferred Stock governing

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the Series A Convertible Preferred Stock. Holders of our Series A Convertible Preferred Stock were not entitled to vote their shares on this proposal. The votes cast on this proposal were as follows:

Proposal		Votes For		Votes Against		Abstentions		Broker Non-Votes
To approve, the issuance of, or in excess of, 20% of our outstanding Class A common stock upon the conversion of our Series A Convertible Preferred Stock at less than the “minimum price” under Nasdaq Listing Rule 5635(d), and which may be deemed a “change of control” under Nasdaq Listing Rule 5635(b) or any successor rule, pursuant to the terms of the Certificate of Designations of Series A Convertible Preferred Stock governing the Series A Convertible Preferred Stock.		45,366,007		2,653,160		81,877		34,035,738

At the Annual Meeting, our stockholders also approved the proposal to ratify the appointment of RSM US LLP as our independent registered public accounting firm for our fiscal year ending on December 31, 2025. The votes cast on this proposal were as follows:

Proposal		Votes For		Votes Against		Abstentions		Broker Non-Votes
To ratify the appointment of RSM US LLP as our independent registered public accounting firm for fiscal year 2025.		103,611,126		3,865,092		18,585		0

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Organogenesis Holdings Inc.
By:		/s/ Lori Freedman
Name:		Lori Freedman
Title:		Chief Administrative and Legal Officer

Date: June 24, 2025

FAQ

What proposals did ORGO shareholders approve at the 2025 Annual Meeting?

They re-elected nine directors, approved Say-on-Pay, authorized issuance of >20% Class A shares on Series A conversion, and ratified RSM US LLP as auditor.

How strong was support for Organogenesis Holdings’ Say-on-Pay vote?

91.4% of votes cast supported the compensation of named executive officers (67.1 m for, 6.3 m against).

What is the potential impact of the preferred-stock conversion approval on ORGO shareholders?

It allows issuance of shares exceeding 20% of current Class A float at below Nasdaq’s minimum price, potentially diluting existing holders if the Series A converts.

Did Organogenesis change its independent auditor for fiscal 2025?

No. Shareholders ratified RSM US LLP with 103.6 m for and 3.9 m against votes.

Who was re-elected by Series A Convertible Preferred holders?

Preferred holders re-elected Garrett Lustig to the Board of Directors.