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MDXG > SEC Filings for MDXG > Form 8-K on 15-May-2013All Recent SEC Filings

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Form 8-K for MIMEDX GROUP, INC.


15-May-2013

Change in Directors or Principal Officers, Submission of Matters to a Vote of


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Compensatory Arrangements of Certain Officers.

On May 9, 2013, the Board of Directors of MiMedx Group, Inc. (the "Company") approved amendments to the Change of Control Severance Compensation and Restrictive Covenant Agreements (the "Severance Agreements") dated November 11, 2011 entered into with Messrs. William C. Taylor and Michael J. Senken. The Severance Agreements provide compensation to the Executive in the event that, after a change in control, the Executive's employment is terminated by the Company for reasons other than the Executive's death, disability or for "Cause" (as defined in the respective Severance Agreements) or if the executive voluntarily terminates his employment for "Good Reason" (as defined in the respective Severance Agreements). The approved amendments to the Severance Agreements increased the number of years' of severance and the period for which the executives are entitled to receive health and life insurance coverage and other fringe benefits from 1.5 to 2 years for Mr. Taylor and from 1 year to 1.5 years for Mr. Senken. The full text of the amendments to the Severance Agreement is attached to this Form 8-K as Exhibits 10.1 and 10.2. This description is qualified by reference to the actual text of such Severance Agreements, as amended.



Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 9, 2013, MiMedx Group, Inc., held an annual meeting of its shareholders. There were five proposals acted upon at that meeting. All proposals were approved. The following is a description of each item and the votes cast for each:

Proposal 1: The election of three Class III directors

                             For      Withheld
Parker H. Petit       40,341,456        44,713
Larry Papasan         40,181,770       204,399
J. Terry Dewberry     40,339,301        46,868

For Against Withheld Broker Non-Votes Total shares voted 120,862,527 0 295,980 30,300,558

Proposal 2: Approval of an amendment to the Company's Assumed 2006 Stock Incentive Plan

For Against Abstain Total shares voted 37,620,335 1,832,440 933,394

Proposal 3: Ratification of the appointment of Cherry, Bekaert & Holland L.L.P. as our independent registered public accounting firm

For Against Abstain Broker Non-Votes Total shares voted 70,467,107 181,913 37,707 30,300,558


Proposal 4: Advisory vote to approve executive compensation of named executive

officers

                              For         Against       Abstain       Broker Non-Votes
Total shares voted     37,892,699       1,565,733       927,737             30,300,558

Proposal 5: Advisory vote for the frequency of shareholder votes on executive

compensation

                          1 Year       2 Years          3 Years       Abstain
Total shares voted     6,421,788       299,724       33,391,834       272,823



Item 9:01 Financial Statements and Exhibits

(d) Exhibits

10.1 First Amendment to Change of Control Severance and Restrictive Covenant Agreement dated May 9, 2013, by and between MiMedx Group, Inc. and William C. Taylor (filed herewith).

10.2 First Amendment to Change of Control Severance and Restrictive Covenant Agreement dated May 9, 2013, by and between MiMedx Group, Inc. and Michael J. Senken (filed herewith).


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