UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Prathyusha Duraibabu to Board of Directors
On November 22, 2021, the Company announced that Prathyusha Duraibabu had been appointed by the board of directors to serve as an independent director of the Company effective as of November 19, 2021. With Ms. Duraibabu’s appointment, the Company’s board of directors has eight members. The board of directors also appointed Ms. Duraibabu to be a member of the audit committee of the board. Following Ms. Duraibabu’s appointment, Nasdaq confirmed that the Company has regained compliance with Nasdaq Listing Rule 5605(c)(2)(A), which requires the Company’s audit committee to be composed of at least three independent directors, prior to the end of the cure period afforded by Nasdaq Listing Rule 5605(c)(4)(B). Ms. Duraibabu will receive the standard cash compensation for independent directors of the Company, including retainer fees for board and committee service. In addition, she received an award of 11,340 restricted stock units, which will vest in equal annual installments over three years. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of the Company’s Class A common stock. Ms. Duraibabu will also have the benefit of the Company’s standard forms of indemnification agreement and change in control retention agreement.
A copy of the press release dated November 22, 2021 announcing the appointment of Ms. Duraibabu is filed as Exhibit 99.1 hereto and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press release dated November 22, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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: | Vice President and General Counsel | |
Date: November 22, 2021