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ORGO · Current Report (Form 8-K) · Filed June 16, 2026

Organogenesis Holdings Inc — Current Report (Form 8-K)

Form
8-K
Filed
June 16, 2026
Period
Jun 15, 2026
Ticker
ORGO
Accession
0001193125-26-272710
Boardroom Alpha · Filing insights

Series A holders re-elect Lustig to the board; annual meeting approves director slate, say-on-pay, and auditor ratification.

About Organogenesis Holdings Inc
Market cap
$224M
1Y TSR
−58.4%
3Y TSR
−13.3%
Board grade
D
Sector
Healthcare
CEO
Gary S Gillheeney
Last annual meeting: Jun 15, 2026 · View full Organogenesis Holdings Inc profile →
8-K
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): June 15, 2026

 

 

ORGANOGENESIS HOLDINGS INC.

(Exact Name of Registrant as specified in its charter)

 

 

 

Delaware   001-37906   98-1329150

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

85 Dan Road    
Canton, MA     02021
(Address of principal executive offices)     (Zip Code)

(781) 575-0775

(Registrant’s telephone number, including area code)

Not Applicable

(Registrant’s name or former address, if changed since last report)

 

 

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:

 

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

Class A Common Stock, $0.0001 par value   ORGO   Nasdaq Capital Market

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 pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 


Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 15, 2026, the holders of our Series A Convertible Preferred Stock voted by written consent to re-elect Garrett Lustig to our board of directors, to serve until the next Annual Meeting of Stockholders and until his successor is elected and qualified.

The information required by this Item 5.02 is incorporated herein by reference to the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 30, 2026.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

We held our 2026 Annual Meeting of Stockholders on June 15, 2026, at which three proposals were submitted to, and approved by, our stockholders. The holders of 129,564,421 shares of our Class A common stock, including 38,470,359 shares of Class A common stock issuable upon conversion of our outstanding Series A Convertible Preferred Stock that are entitled to vote with our Class A common stock on an as-converted basis, were present or represented by proxy at the meeting. The proposals are described in detail in our definitive proxy statement for the 2026 Annual Meeting filed with the Securities and Exchange Commission on April 30, 2026. The final results for the votes for each proposal are set forth below.

At the Annual Meeting, each of Robert Ades, Michael J. Driscoll, Prathyusha Duraibabu, Jon Giacomin, Gary S. Gillheeney, Sr., Michele Korfin, Arthur S. Leibowitz, Glenn H. Nussdorf and Gilberto Quintero was elected our Director, to serve until the next Annual Meeting of Stockholders and until their successors are elected and qualified. The votes cast in the election of the directors were as follows:

 

Nominee

   Votes For      Votes Withheld      Broker Non-Votes  

Robert Ades

     85,064,304        235,293        44,264,824  

Michael J. Driscoll

     76,582,548        8,717,049        44,264,824  

Prathyusha Duraibabu

     76,767,319        8,532,278        44,264,824  

Jon Giacomin

     64,825,495        20,474,102        44,264,824  

Gary S. Gillheeney, Sr.

     76,736,718        8,562,879        44,264,824  

Michele Korfin

     76,707,741        8,591,856        44,264,824  

Arthur S. Leibowitz

     76,682,590        8,617,007        44,264,824  

Glenn H. Nussdorf

     61,049,018        24,250,579        44,264,824  

Gilberto Quintero

     76,572,688        8,726,909        44,264,824  

At the Annual Meeting, our stockholders also approved, on an advisory basis, the compensation paid to our named executive officers. The votes cast on this proposal were as follows:

 

Proposal

   Votes For      Votes Against      Abstentions      Broker
Non-Votes
 

To approve, on an advisory basis, the compensation paid to our named executive officers.

     72,516,011        12,722,258        61,328        44,264,824  

 

2


At the Annual Meeting, our stockholders also approved the proposal to ratify the appointment of RSM US LLP as our independent registered public accounting firm for our fiscal year ending on December 31, 2026. The votes cast on this proposal were as follows:

 

Proposal

   Votes For      Votes Against      Abstentions      Broker
Non-Votes
 

To ratify the appointment of RSM US LLP as our independent registered public accounting firm for fiscal year 2026.

     128,421,160        856,933        286,328        0  

 

3


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Organogenesis Holdings Inc.
By:  

/s/ Lori Freedman

Name:   Lori Freedman
Title:   Chief Administrative and Legal Officer

Date: June 16, 2026

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Reference

Frequently asked questions

When did Organogenesis Holdings Inc file this 8-K?
Organogenesis Holdings Inc (ORGO) filed this Current Report (Form 8-K) with the SEC on June 16, 2026. The accession number assigned by EDGAR is 0001193125-26-272710.
What does an 8-K disclose?
Form 8-K is the SEC's current-report form, used to disclose material events between periodic reports (10-K / 10-Q). Triggers include CEO/CFO departures, acquisitions, bankruptcies, earnings releases, auditor changes, changes in fiscal year, and amendments to corporate governance. Each 8-K is keyed to one or more Item numbers (1.01 through 9.01).
What is the key takeaway from this filing?
Series A holders re-elect Lustig to the board; annual meeting approves director slate, say-on-pay, and auditor ratification. This is Boardroom Alpha's one-line summary of the current report; see the full filing text above for the formal disclosure.
What Item codes does an 8-K cover?
An 8-K's Item codes (1.01 through 9.01) specify what kind of event is being disclosed — e.g. Item 1.01 for entering a material agreement, Item 5.02 for departure/election of directors and executive officers, Item 8.01 for other events. The Item codes for this 8-K appear in the filing text above.
Where can I find Organogenesis Holdings Inc's prior current reports on EDGAR?
The SEC EDGAR browser lists every 8-K Organogenesis Holdings Inc has filed under CIK 1661181, sortable by date. Use the "View on SEC EDGAR" link in the page header, or browse directly via https://www.sec.gov/cgi-bin/browse-edgar.
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