UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| 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 Non-Votes |
||||||||||||
| 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:
| For |
Against |
Abstain |
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 |
Abstain |
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:
| For |
Against |
Abstain |
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:
| For |
Against |
Abstain | ||
| 20,011,323 | 873,426 | 5,606 |
SIGNATURES
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 | ||||||