Home Listing rules ORGANOGENESIS HOLDINGS INC. : Appointments of Shareholder Directors, Other Events (Form 8-K)

ORGANOGENESIS HOLDINGS INC. : Appointments of Shareholder Directors, Other Events (Form 8-K)

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Item 5.08 Appointment of Shareholder Directors

To the extent practicable, the information in Section 8.01 of this Current Report on Form 8-K is incorporated by reference into this Section 5.08.

Section 8.01 Other Events.

Organogenesis Holdings Inc. (the “Company”) currently plans to hold its 2022 annual meeting of shareholders (the “2022 Annual Meeting”) on June 23, 2022. Shareholders of record at the close of business on Monday, April 25, 2022 be entitled to vote at the 2022 annual meeting. The time and place of the 2022 annual meeting will be as set forth in the Company’s definitive proxy statement for the 2022 annual meeting which will be filed with the Security and Exchange Commission.

On April 14, 2022the Board of Directors of the Company has increased the size of the Board of Directors from nine to eleven members in anticipation of the appointment of two additional independent directors at the latest May 6, 2022. In accordance with Nasdaq listing rules, a majority of the members of the Company’s Board of Directors must be independent by May 6, 2022which is the last day of the one-year phase-in period from the date the Company ceased to be a “controlled company” under Nasdaq listing rules, which occurred the May 6, 2021. Following the appointment of the two additional independent directors, the Company expects that the majority of the members of its board of directors will be independent. The Company anticipates that the two new independent directors will be nominated by the Board of Directors for re-election at the 2022 annual meeting.

Pursuant to the company’s articles of association, in order for a shareholder to propose business (other than under and in accordance with Rule 14a-8 of the Exchange Act) or make a nomination for election to the board of directors before the annual meeting, the shareholder must provide notice to the Secretary of the Company at the principal executive offices of the Company no later than the close of business on the 90th day or before the close of business on the 120th day before the date of the first anniversary of the annual shareholders’ meeting of the previous year; provided, however, that in the event that the annual meeting is held more than 30 days before or more than 60 days after the anniversary date, notice of the shareholder must be received in good time not earlier than the close of business on the 120th day before the annual meeting and no later than the later of (x) the close of business on the 90th day before the annual meeting or, if the first public announcement of the date of the annual meeting has take place less than 100 days before the date of the annual meeting, (y) the close of business on the 10th day following the day on which the public announcement of the date of the annual meeting is first made by the Company.

The Company’s articles of association also provide, in the event that the number of directors to be elected to the Company’s board of directors is increased and there has not been a public announcement naming all the candidates for the positions of director or indicating the increase in the size of the board of directors of the Company of directors made by the Company at least 10 days before the last day on which a shareholder may deliver a notice of appointment in accordance with the procedures described above, that notice from a shareholder will also be considered timely, but only with respect to candidates for any new position created by the increase, if received by the Secretary at the principal executive offices of the Company no later than at the close of business on the 10th day following the day on which the first public announcement is made by the Company.

Given that the company is holding the 2022 annual meeting more than 30 days before the first anniversary of the 2021 annual meeting and publicly announces the increase in the size of the company’s board of directors in this current report on Form 8-K, the Company has determined that the date by which shareholders must deliver notice for the purposes of the 2022 annual meeting is the close of business on April 25, 2022, which is 10 days after the filing of this current report on Form 8-K. Pursuant to Rule 14a-8, in order for a shareholder to submit a proposal for inclusion in the corporation’s proxy materials for the 2022 annual meeting, the shareholder must comply with the requirements set forth in Rule 14a-8 , including with respect to the subject matter of the proposal and shall deliver the proposal and all required materials to the Company within a reasonable time before the Company begins to print and mail its proxy materials for the meeting. For the purposes of the 2022 Annual Meeting, the Company has determined that April 25, 2022 is a reasonable time before the Company plans to begin printing and mailing its proxy materials. Public announcement of an adjournment or postponement of the date of the 2022 Annual Meeting will not begin a new period (or extend any period) for giving notice under the Articles or submitting a proposal pursuant to rule 14a-8.

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