MIMEDX GROUP INC
For the period ended Jun 5, 2024. Filed Apr 23, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 5, 2024 · Filed Apr 23, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the registrant ☒ | | | Filed by a party other than the registrant ☐ |
|---|
Check the appropriate box:
| ☐ | | | Preliminary Proxy Statement |
|---|---|---|---|
| ☐ | | | Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | | | Definitive Proxy Statement |
| ☐ | | | Definitive Additional Materials |
| ☐ | | | Soliciting Material Pursuant to §240.14a-12 |
MIMEDX GROUP, INC.
(Name of registrant as specified in its charter)
Payment of the filing fee (check the appropriate box):
| ☒ | | | No fee required. |
|---|---|---|---|
| ☐ | | | Fee paid previously with preliminary materials. |
| ☐ | | | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a–6(i)(1) and 0–11 |
April 22, 2024
Dear Fellow Shareholders:
MiMedx Group Inc.’s officers and directors invite you to attend our 2024 annual meeting of shareholders (the “Annual Meeting”) to be held via a live webcast, at 9:00 a.m. Eastern Time on June 5, 2024, at www.virtualshareholdermeeting.com/MDXG2024. In order to attend the meeting, you must pre-register at www.proxyvote.com by 5:00 p.m. Eastern time on June 4, 2024.
Included with this letter are the notice of annual meeting of shareholders, a proxy statement detailing the business to be conducted at the Annual Meeting and a proxy card or, if your shares are held in “street name,” a voting instruction form from your broker, bank, or other nominee.
The Annual Meeting will be held for the following purposes:
| (1) | To elect nine directors named in the accompanying proxy statement (Proposal 1); |
| (2) | To approve, on an advisory basis, the Company’s executive compensation (Proposal 2); |
| (3) | To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 (Proposal 3); |
| (4) | To transact such other business as may properly come before the Annual Meeting or any adjournment or any postponement thereof. |
The Board has fixed 5:00 p.m. Eastern time on April 8, 2024 as the record date for determining those shareholders who will be entitled to notice of, and to vote at, the Annual Meeting.
The Annual Meeting will be conducted in virtual format only (as described in the notice of annual meeting) in order to provide access to our shareholders regardless of geographic location. There is no in-person meeting for you to attend.
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE BOARD’S NOMINEES AND FOR EACH OF THE OTHER PROPOSALS TO BE CONSIDERED AT THE ANNUAL MEETING USING THE ENCLOSED PROXY CARD OR VOTING INSTRUCTION FORM, AS APPLICABLE.
It is extremely important that your shares be represented and voted at the Annual Meeting. Please vote as soon as possible. You are urged to sign, date, and return the proxy card or voting instruction form, as applicable, in the postage-paid envelope provided to you, or to use the Internet or telephone method of voting described on your proxy card or voting instruction form, as applicable.
If you have any question or need any assistance in voting your shares, please contact the Company’s Head of Investor Relations: Matt Notarianni at 470-304-7291 or mnotarianni@mimedx.com or Broadridge at 844-986-0822 (U.S.) or 303-562-9032 (International).
| Sincerely, | | |
|---|---|---|
| | | |
| /s/ M. Kathleen Behrens | | |
| M. Kathleen Behrens | | |
| Chairperson of the Board | | |
| | | |
| /s/ Joseph H. Capper | | |
| Joseph H. Capper | | |
| Chief Executive Officer and Director | | |
MIMEDX GROUP, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on June 5, 2024
The 2024 annual meeting of shareholders (the “Annual Meeting”) of MiMedx Group, Inc. (the “Company,” “MiMedx,” or “we”) will be held via a live webcast on June 5, 2024, at 9:00 a.m. Eastern time accessible at www.virtualshareholdermeeting.com/MDXG2024. The Company’s board of directors (“Board”) has fixed 5:00 p.m. Eastern time on April 8, 2024 as the record date for determining the shareholders entitled to notice of and to vote at the Annual Meeting.
The Annual Meeting is being held for the following purposes:
| (1) | To elect nine directors named in the accompanying proxy statement (Proposal 1); |
| (2) | To approve, on an advisory basis, the Company’s executive compensation (Proposal 2); |
| (3) | To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 (Proposal 3); and |
| (4) | To transact such other business as may properly come before the Annual Meeting or any adjournment or any postponement thereof. |
We mailed a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and annual report on or about April 22, 2024.
| | | |
| By Order of the Board of Directors | | |
|---|---|---|
| | | |
| /s/ William F. Hulse IV | | |
| William F. Hulse IV General Counsel | | |
| and Chief Administrative Officer | | |
Important notice regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on June 5, 2024. The Notice of Meeting, Proxy Statement, and Annual Report on Form 10-K are available free of charge at proxyvote.com.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.