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MDXG > SEC Filings for MDXG > Form 8-K on 5-Nov-2012All Recent SEC Filings

Show all filings for MIMEDX GROUP, INC.

Form 8-K for MIMEDX GROUP, INC.


5-Nov-2012

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of


Item 5.03 Amendments to Articles of Incorporation or Bylaws.

(a) On October 31, 2012, the Shareholders of MiMedx Group, Inc. authorized an amendment to the Articles of Incorporation (the "Articles") to increase the number of authorized shares of the Company's capital stock from 115,000,000 shares to 135,000,000 shares, and to increase the number of shares designated as common stock from 110,000,000 shares ($.001 par value) to 130,000,000 shares ($.001 par value).

(b) On December 14, 2011, the Shareholders of MiMedx Group, Inc. authorized an amendment to the Articles of Incorporation (the "Articles") to increase the number of authorized shares of the Company's capital stock from 105,000,000 shares to 115,000,000 shares, and to increase the number of shares designated as common stock from 100,000,000 shares ($.001 par value) to 110,000,000 shares ($.001 par value).



Item 5.07 Submission of Matters to a Vote of Security Holders

(a) On October 31, 2012, MiMedx Group, Inc., held an annual meeting of its shareholders. There were five proposals acted upon at that meeting. All proposals were approved by the Shareholders. The following is a description of each item and the votes cast for each:

Proposal 1: The election of three Class II directors, as follows:

                                           For          Withheld
                    Joseph G. Bleser     40,862,486        83,006
                    Steven Gorlin        40,578,626       366,866
                    Bruce L. Hack        40,327,869       617,623

For Against Withheld Broker Non-Votes Total shares voted 40,862,486 0 1,067,495 21,873,158

Proposal 2: By the following vote, the shareholders approved the proposal to amend the Company's Articles of Incorporation (the "Articles") to increase the number of authorized shares of the Company's capital stock and common stock

For Against Abstain Total shares voted 60,203,254 2,600,532 14,864

Proposal 3: By the following vote, the shareholders approved the proposal to amend the Company's 2006 Stock Incentive Plan

For Against Abstain Total shares voted 36,567,351 2,967,591 1,410,550

Proposal 4: The appointment of Cherry, Bekaert & Holland LLP as our principal independent auditor was ratified by the following shareholder vote

For Against Abstain Total shares voted 62,671,668 120,003 26,979



(b) On December 14, 2011, MiMedx Group, Inc., held an annual meeting of its shareholders. There were five proposals acted upon at that meeting. All proposals were approved by the Shareholders. The following is a description of each item and the votes cast for each:

Proposal 1: The election of four Class I directors, as follows:

                                             For          Withheld
                  Kurt M. Eichler          34,820,140       260,006
                  Charles E. Koob          35,080,134            12
                  Andrew K. Rooke, Jr.     34,606,756       473,390
                  William C. Taylor        35,030,134        50,012

For Against Withheld Broker Non-Votes Total shares voted 35,080,140 0 783,420 18,976,672

Proposal 2: By the following vote, the shareholders approved the proposal to amend the Company's Articles of Incorporation (the "Articles") to increase the number of authorized shares of the Company's capital stock and common stock

For Against Abstain Total shares voted 52,529,025 1,518,283 9,510

Proposal 3: By the following vote, the shareholders approved the proposal to amend the Company's 2006 Stock Incentive Plan

For Against Abstain Total shares voted 31,186,303 3,696,334 197,509

Proposal 4: The appointment of Cherry, Bekaert & Holland LLP as our principal independent auditor was ratified by the following shareholder vote

For Against Abstain Total shares voted 53,929,123 3 127,692




Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit 3.1 Amendment to the Articles of Incorporation of Mimedx Group, Inc.


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