UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

____________________

FORM 8-K
____________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~May~~June 1318, 2025

MIMEDX GROUP, INC.

(Exact name of registrant as specified in charter)

Florida

001-35887

26-2792552

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

1775 West Oak Commons Ct., NE, Marietta GA 30062

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (770) 651-9100

____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange
on which registered

Common Stock, $0.001 par value per share

MDXG

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Important~~Item ~~Cautionary~~5.07 Submission ~~Statement~~of Matters to a Vote of Security Holders.

~~This~~On ~~report~~June 18, ~~includes~~2025, ~~forward-looking~~the ~~statements.~~Company ~~Statements~~held ~~regarding:~~its ~~(i) future sales or sales growth; (ii) our~~ 2025 ~~and~~Annual ~~longer~~Meeting ~~term financial goals and expectations for future financial results, including levels~~ of ~~net~~Shareholders ~~sales, Adjusted EBITDA, Adjusted EBITDA margin, corporate expenses and cash;~~ (~~iii) our expectations regarding~~ the placental tissue market; (iv) our expectations regarding Medicare spending; and (v) continued growth in different care settings, are forward-looking statements. Additional forward-looking statements may be identified by words such as “~~believe,”~~2025 ~~“expect,”~~Annual ~~“may,~~Meeting” ~~“plan,” “goal,” “outlook,” “potential,” “will,” “preliminary,” and similar expressions, and are based on management’s current beliefs and expectations~~).

~~Forward-looking~~At ~~statements are subject to risks and uncertainties, and~~ the ~~Company~~2025 ~~cautions~~Annual investors against placing undue reliance on such statements. Actual results may differ materially from those set forth in the forward-looking statements. Factors that could cause actual results to differ from expectations include: (i) future sales are uncertain and are affected by competitionMeeting, ~~access to customers~~126, ~~patient access to healthcare providers~~620,293 ~~the~~shares ~~reimbursement~~of ~~environment and many other factors; (ii) the~~ Company ~~may~~common ~~change~~stock ~~its plans due to unforeseen circumstances;~~ (iii) the results of scientific research are uncertain and may have little or no value; (iv) our ability to sell our products in other countries depends on a number of factors including adequate levels of reimbursementi.e., ~~market~~approximately ~~acceptance~~85.7% of ~~novel~~votes ~~therapies,~~entitled ~~and our ability~~ to ~~build~~be ~~and~~cast ~~manage~~at ~~a direct sales force or third party distribution relationship; (v)~~ the ~~effectiveness~~2025 ofAnnual ~~amniotic tissue as a therapy for particular indications or conditions is the subject of further scientific and clinical studies; and (vi~~Meeting) wewere ~~may~~represented ~~alter the timing and amount of planned expenditures for research and development based regulatory developments. The Company describes additional risks and uncertainties~~ in ~~the~~person ~~Risk~~or ~~Factors~~by ~~section of its most recent annual report and quarterly reports filed with the Securities and Exchange Commission~~proxy. ~~Any forward-looking statements speak only as of the date of this report and the Company assumes no obligation to update any forward-looking statement.~~

~~Item~~At 7the 2025 Annual Meeting, the shareholders: (1) re-elected M.~~01 Regulation~~ FDKathleen ~~Disclosure~~Behrens, Ph.D., Joseph H. Capper, James L. Bierman, William A. Hawkins, III, Cato T. Laurencin, M.D., K. Todd Newton, Tiffany Olson, Dorothy Puhy, and Martin P. Sutter, (2) approved an advisory resolution regarding executive compensation, (3) certified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, (4) approved an amendment of the Company’s 2016 Equity and Cash Incentive Plan, and (5) approved an advisory resolution for an annual shareholder vote on executive compensation,

~~MiMedx~~Set ~~Group,~~forth ~~Inc.~~below ~~(the “Company”)~~ is ~~expected~~information toregarding ~~participate in~~ the ~~Bank~~votes ofcast ~~America~~for ~~Securities~~each ~~2025 Healthcare Conference on May 13, 2025 and has updated its investor presentation~~proposal. ~~A copy of the presentation materials is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.~~

~~The~~Proposal ~~information in this Current Report, including Exhibits 99.~~1,: ~~shall~~Election ~~not be deemed “filed” for purposes~~ of ~~Section~~Nine 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filingDirectors.

Item 9.01 Financial Statements and Exhibits.


	For	Against	Abstain	Broker Non-Votes
M. Kathleen Behrens	91,972,156	9,879,214	61,741	24,707,182
Joseph H. Capper	95,965,049	5,907,223	40,839	24,707,182
James L. Bierman	97,144,748	4,711,520	56,843	24,707,182
William A. Hawkins, III	95,312,036	6,511,171	89,904	24,707,182
Cato T. Laurencin	97,246,926	4,513,738	152,447	24,707,182
K. Todd Newton	96,774,711	5,002,007	136,393	24,707,182
Tiffany Olson	96,835,684	5,014,632	62,795	24,707,182
Dorothy Puhy	95,383,954	6,462,064	67,093	24,707,182
Martin P. Sutter	94,553,803	7,301,165	58,143	24,707,182

~~(d)~~Proposal ~~Exhibits~~2: Advisory approval of executive compensation.

Exhibit No.	Description of Exhibit
	For	Against	Abstain	Broker Non-Votes
99.1	Investor Slide Presentation dated May 13, 2025
Total Shares Voted	94,778,256	6,924,968	209,887	24,707,182
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

Proposal 3: Ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

For

Against

Abstain

Broker Non-Votes

Total Shares Voted

123,672,273

970,687

1,977,333

N/A

Proposal 4: Approval of the amendment of the Company’s 2016 Cash and Equity Incentive Plan.


	For	Against	Abstain	Broker Non-Votes
Total Shares Voted	91,371,825	10,344,239	197,047	24,707,182

Proposal 5: Advisory approval of the frequency of the shareholder vote on executive compensation.


	One year	Two years	Three years	Abstain
Total Shares Voted	97,503,345	462,185	2,446,853	1,500,728

Say-on-Pay Frequency Determination

In light of the shareholder advisory vote, the Company has determined that future advisory Say on Pay votes will occur every year until the next advisory vote regarding such frequency.


Exhibit No.						Description of Exhibit
104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		MIMEDX GROUP, INC.
May 13, 2025	By:	/s/ Doug Rice
June 20, 2025	By:	/s/ William “Butch” Hulse
		Doug RiceChief Financial Officer
		William “Butch” HulseGeneral Counsel & Chief Administrative Officer

Filing Compare · MIMEDX GROUP, INC.