Organogenesis Holdings Inc
For the period ended Jun 23, 2025. Filed May 12, 2025.
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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 23, 2025 · Filed May 12, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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 |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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ORGANOGENESIS HOLDINGS INC.
(Name of Registrant as Specified In Its Charter)
Not Applicable
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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ORGANOGENESIS HOLDINGS INC.
85 Dan Road
Canton, Massachusetts 02021
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
Dear Stockholder:
We invite you to attend our 2025 Annual Meeting of Stockholders, which is being held as follows:
| Date: | June 23, 2025 |
|---|---|
| Time: | 11:00 a.m., Eastern time |
| Location: | Virtual annual meeting of stockholders conducted via live audio webcast at: www.virtualshareholdermeeting.com/ORGO2025 |
At the meeting, we will ask our stockholders to:
| • | re-elect as our directors Robert Ades, Michael J. Driscoll, Prathyusha Duraibabu, Jon Giacomin, Gary S. Gillheeney, Sr., Michele Korfin, Arthur S. Leibowitz, Glenn H. Nussdorf, and Gilberto Quintero, each to serve until the next Annual Meeting of Stockholders and until their successors are elected and qualified; |
| • | approve, on an advisory basis, the compensation paid to our named executive officers, as disclosed in this proxy statement; |
| • | approve the issuance of, or in excess of, 20% of the Company’s outstanding Class A common stock, par value $0.0001 per share (the “Common Stock”) upon the conversion of the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share (the “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 (the “Certificate of Designation”) governing the Convertible Preferred Stock (the “Nasdaq Proposal”); |
| • | ratify the appointment of RSM US LLP as our independent registered public accounting firm for fiscal year 2025; and |
| • | consider any other business properly presented at the meeting. |
You may vote on these matters in person (virtually), by proxy or via the internet or telephone. We have elected to hold our annual meeting via remote communication again this year. You may attend the virtual annual meeting and vote your shares during the meeting by visiting our annual meeting website at www.virtualshareholdermeeting.com/ORGO2025. Whether or not you plan to attend the virtual meeting, we ask that you promptly complete and return your proxy card by mail or vote via the internet or telephone, so that your shares will be represented and voted at the meeting in accordance with your wishes.
You are entitled to participate in and submit questions in writing during the annual meeting if you were a stockholder as of the close of business on April 28, 2025. To be admitted to the virtual annual meeting at www.virtualshareholdermeeting.com/ORGO2025, you will need the 16-digit control number included on your notice, your proxy card or the instructions that accompanied your proxy materials. Online check-in will begin 15 minutes before the scheduled meeting start time. Please allow ample time for the online check-in procedures. If you have difficulty accessing the virtual annual meeting, please call the technical support number that will be posted on the virtual annual meeting log in page for assistance. We will have personnel available to assist you. If you hold shares through a bank, broker or other nominee, you will need to contact such bank, broker or other nominee for assistance with your 16-digit control number. A list of our registered holders as of the close of business on the record date will be made available to stockholders during the meeting at www.virtualshareholdermeeting.com/ORGO2025.
Only holders of record of shares of our (i) Common Stock and (ii) Convertible Preferred Stock (other than with respect to the Nasdaq Proposal), in each case, as of the close of business on April 28, 2025 are entitled to receive notice of the 2025 Annual Meeting and to vote at the 2025 Annual Meeting or at any postponement(s) or adjournment(s) of the 2025 Annual Meeting.
By order of the Board of Directors,
William R. Kolb
Secretary
May 12, 2025
YOUR VOTE IS IMPORTANT
Please sign and return the enclosed proxy card or vote by internet or telephone, whether or not you
plan to attend the virtual annual meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 23, 2025
This proxy statement and our fiscal year 2024 Annual Report to Stockholders are also available for viewing, printing and downloading at the “Investors – SEC Filings” section of our website, www.organogenesis.com, and at www.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.