Organogenesis (ORGO) Proxy Filing summary

Executive summary

• The 2025 annual meeting will be held virtually on June 23, 2025, with voting on director elections, executive compensation, a key Nasdaq-related stock issuance, and auditor ratification.

• Stockholders of record as of April 28, 2025, are eligible to vote, with detailed instructions for online, phone, and mail voting provided.

• The board recommends approval of all proposals, including the re-election of nine directors and a significant stock issuance related to convertible preferred stock.

Voting matters and shareholder proposals

• Proposals include: re-election of nine directors, advisory approval of executive compensation, approval of a stock issuance exceeding 20% of common stock upon conversion of Series A Convertible Preferred Stock (the Nasdaq Proposal), and ratification of RSM US LLP as auditor.

• The Nasdaq Proposal seeks approval for a private placement that could be deemed a change of control under Nasdaq rules.

• Holders of Convertible Preferred Stock cannot vote on the Nasdaq Proposal.

• Shareholder proposals for the next annual meeting must be submitted by January 2026 for inclusion.

Board of directors and corporate governance

• The board will be reduced to ten members, with nine common directors up for election and one preferred director elected by holders of Convertible Preferred Stock.

• Board committees include audit, compensation, and nominating, all composed of independent directors.

• The board chair is also the CEO, with a lead independent director designated.

• The board and committees met regularly in 2024, with high attendance.

• Director compensation includes annual retainers, committee fees, and equity awards; change in control agreements provide for accelerated vesting.