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Item 5.07.
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Submission of Matters to a Vote of Security Holders
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The 2021 annual meeting of the stockholders (the “Annual Meeting”) of Axogen, Inc. (the “Company”) was held on May 10, 2021. As of March 12, 2021, the record date for the Annual Meeting, a total of 40,771,956 shares of the Company’s common stock were outstanding and entitled to vote on all matters presented to the Company’s stockholders at the Annual Meeting. At the Annual Meeting, the Company’s stockholders considered the following proposals:
(1)To elect eight members to the Company’s board of directors (the “Board”) to serve for a term of one year;
(2)To cast an advisory (non-binding) vote to ratify the selection of Deloitte & Touche LLP as the Company’s registered independent public accounting firm for the fiscal year ending December 31, 2021;
(3)To cast an advisory (non-binding) vote to approve the compensation of the Company’s named executive officers; and
(4)To approve the Axogen, Inc. Amended and Restated 2019 Long-Term Incentive Plan.
The final voting results for each proposal are described below. For beneficial owners holding the Company’s common stock at a bank or brokerage institution, a “broker non-vote” occurred if the owner failed to give voting instructions, and the bank or broker was otherwise restricted from voting on the owner’s behalf.
Proposal 1
Eight directors were elected to the Company’s Board to serve for a term of one year. The results of the election were as follows:
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Name
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For
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Withheld
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Broker Non-Votes
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Karen Zaderej
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29,091,370
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445,969
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4,129,371
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Quentin Blackford
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27,266,688
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2,270,651
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4,129,371
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Gregory Freitag
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29,437,283
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100,056
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4,129,371
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Dr. Mark Gold
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29,453,251
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84,088
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4,129,371
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Alan Levine
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29,354,718
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182,621
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4,129,371
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Guido Neels
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28,733,848
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803,491
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4,129,371
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Paul Thomas
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29,303,029
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234,310
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4,129,371
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Amy Wendell
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29,098,765
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438,574
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4,129,371
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Proposal 2
The Audit Committee’s selection of Deloitte & Touche LLP as the Company’s registered independent public accounting firm for the fiscal year ending December 31, 2021 was ratified. The results of the vote were as follows:
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For
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Against
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Abstentions
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Broker Non-Votes
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33,587,946
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12,637
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66,127
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—
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Proposal 3
The advisory (non-binding) vote on the executive compensation of the Company’s named executive officers was in favor of executive compensation. The results were as follows:
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For
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Against
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Abstentions
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Broker Non-Votes
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28,572,945
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857,699
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106,695
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4,129,371
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Proposal 4
The Axogen, Inc. Amended and Restated 2019 Long-Term Incentive Plan was approved. The results of the vote were as follows:
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For
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Against
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Abstentions
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Broker Non-Votes
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20,054,655
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9,401,069
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81,615
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4,129,371
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