Organogenesis Holdings Inc. 8-K

What Happened

• Organogenesis Holdings, Inc. (ORGO) filed an 8-K on June 16, 2026 reporting results from its June 15, 2026 Annual Meeting of Stockholders and a separate Series A preferred-stock holder consent. The holders of the Series A Convertible Preferred Stock re‑elected Garrett Lustig to the board by written consent to serve until the next Annual Meeting. At the Annual Meeting, stockholders elected nine directors to serve until the next Annual Meeting and voted on two additional proposals (advisory approval of executive compensation and ratification of the independent auditor).

Key Details

• Shares represented: 129,564,421 shares of Class A common stock were present or represented by proxy at the meeting, which includes 38,470,359 shares issuable upon conversion of outstanding Series A Convertible Preferred Stock (voting as‑converted).
• Directors elected (to serve until next Annual Meeting): Robert Ades; Michael J. Driscoll; Prathyusha Duraibabu; Jon Giacomin; Gary S. Gillheeney, Sr.; Michele Korfin; Arthur S. Leibowitz; Glenn H. Nussdorf; Gilberto Quintero.
• Vote totals for director elections (Votes For / Votes Withheld / Broker Non‑Votes = 44,264,824 for each nominee):
  • Robert Ades: 85,064,304 / 235,293 / 44,264,824
  • Michael J. Driscoll: 76,582,548 / 8,717,049 / 44,264,824
  • Prathyusha Duraibabu: 76,767,319 / 8,532,278 / 44,264,824
  • Jon Giacomin: 64,825,495 / 20,474,102 / 44,264,824
  • Gary S. Gillheeney, Sr.: 76,736,718 / 8,562,879 / 44,264,824
  • Michele Korfin: 76,707,741 / 8,591,856 / 44,264,824
  • Arthur S. Leibowitz: 76,682,590 / 8,617,007 / 44,264,824
  • Glenn H. Nussdorf: 61,049,018 / 24,250,579 / 44,264,824
  • Gilberto Quintero: 76,572,688 / 8,726,909 / 44,264,824
• Say‑on‑pay (advisory) vote: For 72,516,011; Against 12,722,258; Abstentions 61,328; Broker Non‑Votes 44,264,824.
• Auditor ratification: Stockholders ratified RSM US LLP as ORGO’s independent registered public accounting firm for fiscal 2026: For 128,421,160; Against 856,933; Abstentions 286,328.

Why It Matters

• The filings confirm ORGO’s corporate governance outcomes: the board composition was approved by shareholders and the Series A preferred holders re‑confirmed their representative (Garrett Lustig), ensuring continuity in board oversight.
• The advisory approval of executive compensation (say‑on‑pay) passed, which while non‑binding signals shareholder sentiment on pay practices.
• Ratification of RSM US LLP as auditor finalizes the company’s external auditor for fiscal 2026, important for financial reporting and audit continuity.
• Investors should note the vote counts (including sizable broker non‑votes) and the relative levels of withheld votes for certain directors as part of ongoing governance oversight, but the actions reported are procedural confirmations rather than financial/operational disclosures.