AxoGen (AXGN) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 23, 2026, with shareholders voting on director elections, auditor ratification, and executive compensation approval.

• Shareholders of record as of April 24, 2026, are entitled to vote, with 53,177,824 shares outstanding.

• Proxy materials are distributed primarily online, with options for mail and phone voting.

Voting matters and shareholder proposals

• Shareholders will vote to elect eight directors, ratify Deloitte & Touche LLP as auditor, and approve executive compensation on an advisory basis.

• No cumulative voting; directors are elected by plurality, but those with more withhold than for votes must tender resignation.

• Shareholder proposals for the 2027 meeting must be submitted by specified deadlines.

Board of directors and corporate governance

• The board consists of eight directors with diverse backgrounds in healthcare, finance, and technology.

• Paul Thomas serves as independent Chairman; Michael Dale is CEO and director.

• All directors except the CEO are independent; committees meet Nasdaq and SEC independence standards.

• Board committees include Audit, Compensation, Governance/Nominating/Sustainability, and Quality/Compliance/Portfolio Management.

• Corporate governance guidelines address overboarding, director resignation at age 75, and plurality voting with resignation policy.

• Non-employee directors must meet equity ownership guidelines within five years.