MiMedx Group Inc filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders
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Biotechnology: Pharmaceutical Preparations
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
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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
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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.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||||||||
| Joseph H. Capper | 99,286,347 | 2,395,447 | 70,158 | 23,609,013 | ||||||||||||||||||||||
| James L. Bierman | 96,181,316 | 5,500,069 | 70,567 | 23,609,013 | ||||||||||||||||||||||
| William A. Hawkins, III | 98,237,248 | 3,417,906 | 96,798 | 23,609,013 | ||||||||||||||||||||||
| K. Todd Newton | 96,493,668 | 5,219,808 | 38,476 | 23,609,013 | ||||||||||||||||||||||
| Tiffany Olson | 98,657,185 | 2,984,080 | 110,687 | 23,609,013 | ||||||||||||||||||||||
| Dorothy Puhy | 98,645,942 | 2,993,132 | 112,878 | 23,609,013 | ||||||||||||||||||||||
| Martin P. Sutter | 97,032,156 | 4,617,992 | 101,804 | 23,609,013 | ||||||||||||||||||||||
Proposal 2: Advisory approval of executive compensation.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||||||||
| Total Shares Voted | 95,158,451 | 4,369,645 | 2,223,856 | 23,609,013 | ||||||||||||||||||||||
Proposal 3: Ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||||||||
| Total Shares Voted | 123,687,080 | 1,640,474 | 33,411 | N/A | ||||||||||||||||||||||
| Exhibit No. | Description of Exhibit | |||||||
| 3.2 | ||||||||
| 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 16, 2026 | By: | /s/ William “Butch” Hulse | ||||||
| William “Butch” Hulse General Counsel & Chief Administrative Officer | ||||||||