Axogen Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eight directors—Paul Thomas, Michael Dale, William Burke, John H. Johnson, Alan M. Levine, Joseph Tyndall, Kathy Weiler and Amy Wendell—to hold office for one year.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

   More detail

   This management proposal asks shareholders to ratify the Audit Committee’s selection of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal 2026. Management seeks shareholder ratification as a governance best practice and to provide an affirmative shareholder endorsement for the continued engagement; the Audit Committee has oversight of auditor selection and has pre-approved fees and services, and Deloitte has served since March 2018. This is a routine proposal (auditor ratification) and is typically non-controversial; the board recommends a vote FOR because maintaining the incumbent auditor supports continuity, and the Audit Committee concluded that Deloitte’s services during prior years were compatible with independence. Because this is a routine auditor ratification, no extended analyst-level evaluation is required.

3. 3

   Non-Binding Advisory Vote on Named Executive Officer Compensation

   ManagementBoard: FOR

   Advisory approval (say-on-pay) of the compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   This management proposal is an advisory (non-binding) 'say-on-pay' vote asking shareholders to approve the disclosed compensation of the company’s named executive officers. Management requests this advisory approval to confirm shareholder support for executive pay policies and practices described in the CD&A, which emphasize performance-based incentives, PSUs tied to revenue CAGR and TSR, RSUs for retention, clawback policies and pay governance. The Board recommends a vote FOR, citing alignment of compensation with long-term shareholder value and prior shareholder support (~90% in 2025). As an advisory measure, the result will be considered by the Compensation Committee when assessing future compensation arrangements but will not directly change pay without further board action.

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When is the Axogen Inc 2026 annual meeting?

Axogen Inc (AXGN) holds its 2026 annual shareholder meeting on Tuesday, June 23, 2026.

What is the record date for the Axogen Inc 2026 meeting?

The record date for the Axogen Inc 2026 meeting is Friday, April 24, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Axogen Inc's 2026 meeting?

The board is presenting 8 director nominees at the Axogen Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Axogen Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Axogen Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.