TransMedics (NASDAQ: TMDX) investors approve directors, pay, stock plan and auditor

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What did TransMedics (TMDX) shareholders decide at the 2026 Annual Meeting?

Were TransMedics (TMDX) directors re-elected or newly elected at the 2026 meeting?

How did TransMedics (TMDX) shareholders vote on executive compensation in 2026?

What happened with the TransMedics 2019 Stock Incentive Plan amendment?

Which auditor did TransMedics (TMDX) shareholders ratify for fiscal 2026?

Agreements & Contracts

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(Moderate)

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(Neutral)

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8-K

TransMedics Group, Inc. reported the results of its 2026 Annual Meeting of Shareholders. Shareholders elected eight directors, including Waleed Hassanein, M.D. and James R. Tobin, to serve until the 2027 annual meeting or until successors are elected.

They approved, on a non-binding advisory basis, the compensation of the company’s named executive officers, with 22,871,647 votes in favor, 1,161,181 against and 30,895 abstentions. Shareholders also approved an amendment to the Amended and Restated TransMedics Group, Inc. 2019 Stock Incentive Plan, with 17,265,369 votes for and 6,758,882 against.

In addition, shareholders ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 28,030,696 votes for, 648,359 against and 17,653 abstentions.

2 items: 5.07, 9.01

2 items

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Say-on-pay votes for: 22,871,647 votes Say-on-pay votes against: 1,161,181 votes Stock plan amendment votes for: 17,265,369 votes +5 more

8 metrics

Say-on-pay votes for 22,871,647 votes Non-binding advisory vote on executive compensation

Say-on-pay votes against 1,161,181 votes Non-binding advisory vote on executive compensation

Stock plan amendment votes for 17,265,369 votes Amendment to 2019 Stock Incentive Plan

Stock plan amendment votes against 6,758,882 votes Amendment to 2019 Stock Incentive Plan

Auditor ratification votes for 28,030,696 votes Ratification of PricewaterhouseCoopers LLP for FY 2026

Auditor ratification votes against 648,359 votes Ratification of PricewaterhouseCoopers LLP for FY 2026

Broker non-votes on stock plan 4,632,985 votes 2019 Stock Incentive Plan amendment proposal

Votes for director Hassanein 23,925,335 votes Election of Waleed Hassanein, M.D. as director

non-binding advisory basis, 2019 Stock Incentive Plan, Broker Non-Votes, independent registered public accounting firm, +1 more

5 terms

non-binding advisory basis financial

"The shareholders approved, on a non-binding advisory basis, the compensation"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

2019 Stock Incentive Plan financial

"approved the amendment to the Amended and Restated TransMedics Group, Inc. 2019 Stock Incentive Plan"

Broker Non-Votes financial

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.

independent registered public accounting firm financial

"ratified the appointment of PricewaterhouseCoopers 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.

Annual Meeting of Shareholders financial

"held its 2026 Annual Meeting of Shareholders"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Understanding 8-K Material Events →

05/21/2026 - 04:15 PM

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): May 20, 2026

TransMedics Group, Inc.

(Exact name of Registrant as Specified in Its Charter)

Massachusetts

001-38891

83-2181531

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

200 Minuteman Road

Andover, Massachusetts

01810

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (978) 552-0900

(Former 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

Common Stock, no par value per share

TMDX

The Nasdaq Global 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 May 20, 2026, TransMedics Group, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the shareholders of the Company voted on the following proposals:

Proposal One: The shareholders elected Waleed Hassanein, M.D., James R. Tobin, Edward M. Basile, Thomas J. Gunderson, Edwin M. Kania, Jr., Stephanie Lovell, Merilee Raines, and David Weill, M.D. as directors, each to serve on the Board of Directors of the Company until the 2027 Annual Meeting of Shareholders or until his or her successor is duly elected and qualified in accordance with our Restated Articles of Organization and Amended and Restated Bylaws, or his or her earlier death, resignation or removal, based on the following votes:


Director Nominee	For		Against		Abstain		Broker Non-Votes
Waleed Hassanein, M.D		23,925,335		122,999		15,389		4,632,985
James R. Tobin		23,594,322		453,100		16,301		4,632,985
Edward M. Basile		22,395,787		1,651,466		16,470		4,632,985
Thomas J. Gunderson		23,667,347		380,233		16,143		4,632,985
Edwin M. Kania, Jr.		23,603,708		443,438		16,577		4,632,985
Stephanie Lovell		23,932,921		111,757		19,045		4,632,985
Merilee Raines		23,908,647		140,715		14,361		4,632,985
David Weill, M.D.		23,842,978		204,717		16,028		4,632,985

Proposal Two: The shareholders approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers, based on the following votes:


For	Against	Abstain	Broker Non-Votes
22,871,647	1,161,181	30,895	4,632,985

Proposal Three: The shareholders approved the amendment to the Amended and Restated TransMedics Group, Inc. 2019 Stock Incentive Plan, based on the following votes:


For	Against	Abstain	Broker Non-Votes
17,265,369	6,758,882	39,472	4,632,985

Proposal Four: The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2026, based on the following votes:


For	Against	Abstain
28,030,696	648,359	17,653

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description

10.1		Amendment No. 1 to Amended and Restated TransMedics Group, Inc. 2019 Stock Incentive Plan

104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

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

Source: View Original Filing on SEC EDGAR

Shareholders elected eight directors, approved executive compensation on an advisory basis, amended the 2019 Stock Incentive Plan, and ratified PricewaterhouseCoopers LLP as auditor for 2026, confirming the company’s proposed governance and compensation items.

Shareholders elected eight directors, including Waleed Hassanein, M.D., James R. Tobin and others, to serve until the 2027 Annual Meeting or until successors are elected, indicating continued support for the current board composition.

Executive compensation was approved on a non-binding advisory basis with 22,871,647 votes for, 1,161,181 against and 30,895 abstentions, signaling broad shareholder support for the company’s named executive officer pay program.

Shareholders approved an amendment to the Amended and Restated TransMedics Group, Inc. 2019 Stock Incentive Plan with 17,265,369 votes for, 6,758,882 against and 39,472 abstentions, authorizing changes to the company’s equity-based compensation framework.

Shareholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 28,030,696 votes for, 648,359 against and 17,653 abstentions, affirming the existing audit relationship.

4 documents

TRANSMEDICS GROUP, INC.

Date: May 21, 2026

/s/ Matthew S. Forsyth

Matthew S. Forsyth

Senior Vice President, General Counsel & Corporate Secretary

EX-10.1 EX-10.1 21.0 KB