Ottinger’s employment by the Company and the termination thereof, a severance payment consisting of: (A) 12 months of then-current base salary; (B) an amount equal to any bonuses paid to Mr. Ottinger during the 12-month period prior to termination of employment; and (C) continued health coverage for up to 12 months, subject to certain conditions set forth in the Ottinger Employment Agreement.
In the event Mr. Ottinger’s employment is terminated by AC without Substantial Cause prior to a Change in Control, he will be entitled to, provided that Mr. Ottinger executes, does not revoke, and complies with the terms of, a separation, waiver and release agreement that releases the Company from any and all claims with respect to all matters arising out of or related to Mr. Ottinger’s employment by the Company and the termination thereof, a severance payment consisting of: (A) 12 months of then-current base salary (provided, however, that if such termination is within 6 months of the date of the Ottinger Employment Agreement, the severance payment shall only be equal to 6 months of then-current base salary); (B) an amount equal to any bonuses paid to Mr. Ottinger during the 12-month period prior to termination of employment; and (C) continued health coverage for up to 12 months, subject to certain conditions set forth in the Ottinger Employment Agreement.
Prior to joining Axogen, Mr. Ottinger, age 50, most recently served as the Vice President, General Counsel, Chief Administrative Officer and Secretary of MicroPort Orthopedics Inc. (“MicroPort”), a wholly owned subsidiary of Shanghai-based MicroPort Scientific Corporation (“MicroPort Scientific”) a manufacturer of total hip and knee implants, from October 2017 to January 2020. From March 2015 until October 2017, Mr. Ottinger served as MicroPort’s Vice President, Legal, Compliance and Human Resources, having joined MicroPort as Associate General Counsel in January 2014. From March 2015 until his departure, Mr. Ottinger also served as a member of MicroPort Scientific’s Intercontinental Executive and Intercontinental Orthopedics Committees. Mr. Ottinger joined MicroPort following his tenure with Buckeye Technologies Inc., where from December 2011 to January 2014 he served as Associate General Counsel, providing a breadth of legal services to the enterprise, with a primary focus on corporate transactions. Prior to joining Buckeye Technologies, Mr. Ottinger concentrated his private practice in securities law/litigation and corporate transactions with both an international and domestic focus and used that foundation to develop expertise in corporate compliance and ethics with which he maintains professional certifications. Prior to attending law school, Mr. Ottinger worked with Accenture (formerly Andersen Consulting) as a Management Consultant and with First Horizon Bank (formerly First Tennessee Bank) in Human Resources delivering management development programs and managing succession planning. Mr. Ottinger holds a J.D. from Washington University in St. Louis, an M.Ed. from Vanderbilt University, and a B.A. in Liberal Arts from the Pennsylvania State University.
Mr. Ottinger does not have any family relationship with any director or executive officer, or a person nominated to be a director or executive officer of the Company or AC. Mr. Ottinger has not engaged in any transactions with the Company or AC that are required to be disclosed under Item 404(a) of Regulation S-K, nor have any such transactions been proposed. There are no arrangements or understandings between Mr. Ottinger and any other person(s) pursuant to which Mr. Ottinger was appointed as the Company's General Counsel and Chief Compliance Officer.
The foregoing descriptions of the Ottinger Employment Agreement and the Freitag Employment Agreement Amendment are qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibits 10.1 and 10.2, respectively, to the Current Report on Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders
On May 28, 2020, the Company held its 2020 Annual Meeting of Shareholders (the “Annual Meeting”) to act upon the matters described in detail in the Company’s 2020 Proxy Statement dated April 17, 2020. Of the 39,738,767 shares of the Company’s common stock outstanding and eligible to vote at the Annual Meeting, 34,622,676 shares were voted.
The proposals submitted to the shareholders at the Annual Meeting were as follows:
●Proposal 1 — the election of the nominees to the Company’s Board of Directors (the “Board”);
●Proposal 2 — the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020; and
●Proposal 3 — an advisory vote to approve the compensation of the Company’s named executive officers.
