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Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 1, 2022



TransMedics Group, Inc.

(Exact name of Registrant as Specified in Its Charter)




Massachusetts   001-38891   83-2181531

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)

200 Minuteman Road

Andover, Massachusetts 01810

(Address of Principal Executive Offices, and Zip Code)

(978) 552-0900

Registrant’s Telephone Number, Including Area Code

Not Applicable

(Former 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 (see General Instructions 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




Name of each exchange

on which registered

Common Stock, no par value per share   TMDX  

The Nasdaq Stock Market LLC

(The Nasdaq Global 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 provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 5.07

Submission of Matters to a Vote of Security Holders.

On June 1, 2022, at the 2022 Annual Meeting of Shareholders of TransMedics Group, Inc. (the “Company”), the shareholders of the Company voted on the following proposals:

Proposal One: The shareholders elected Waleed H. Hassanein, M.D., James R. Tobin, Edward M. Basile, Thomas J. Gunderson, Edwin M. Kania, Stephanie Lovell, Merilee Raines and David Weill, M.D. as directors, each to serve on the board of directors of the Company until the 2023 annual meeting of the Company’s shareholders to be held in 2023 or until his or her successor is duly elected and qualified in accordance with our restated articles of organization and amended and restated bylaws, or his or her earlier death, resignation or removal, based on the following votes:


Director Nominee    For      Against      Abstain      Broker

Waleed H. Hassanein, M.D

     17,917,790        40,113        8,432        2,924,020  

James R. Tobin

     14,666,384        3,289,850        10,101        2,924,020  

Edward M. Basile

     16,297,811        1,658,823        9,701        2,924,020  

Thomas J. Gunderson

     17,296,320        660,314        9,701        2,924,020  

Edwin M. Kania

     17,796,887        159,748        9,700        2,924,020  

Stephanie Lovell

     17,846,232        110,709        9,394        2,924,020  

Merilee Raines

     17,296,218        660,319        9,798        2,924,020  

David Weill, M.D.

     17,275,133        681,802        9,400        2,924,020  

Proposal Two: The shareholders did not approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers, based on the following votes:








Broker Non-Votes

7,542,657   10,404,369   19,309   2,924,020

Proposal Three: The shareholders approved, on a non-binding advisory basis, holding a shareholder advisory vote on executive compensation every year, based on the following votes:


1 Year


2 Years


3 Years




Broker Non-Votes

17,876,023   5,633   62,507   22,172   2,924,020

Proposal Four: The shareholders did not approve the Amended and Restated TransMedics Group, Inc. 2019 Stock Incentive Plan, based on the following votes:








Broker Non-Votes

7,363,359   10,582,739   20,237   2,924,020

Proposal Five: The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2022, based on the following votes:







20,011,323   873,426   5,606


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


    TransMedics Group, Inc.
Date: June 2, 2022     By:  

/s/ Stephen Gordon

      Stephen Gordon
      Chief Financial Officer, Treasurer and Secretary