Avita Medical Inc.

06/04/2026 | Press release | Distributed by Public on 06/04/2026 04:02

Management Change/Compensation, Proxy Results (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

AVITA Medical, Inc. (the "Company") held its 2026 Annual Meeting of Stockholders (the "Annual Meeting") solely by means of remote communication via live webcast on June 3, 2026 (being June 4, 2026 in Australia). At the close of business on April 9, 2026, the record date of the Annual Meeting, 30,776,689 shares of the Company's common stock were outstanding and entitled to vote on the matters presented at the Annual Meeting. The holders of a total of 15,592,447 shares voted at the Annual Meeting, which total constituted a quorum, being not less than a majority of the outstanding shares entitled to vote.

Director and Officer Equity Awards

At the Annual Meeting, the Company's stockholders approved grants of options and restricted stock units to the Company's non-executive directors in the form of annual and initial grants. The annual grants are summarized in paragraph 4 of Item 5.07 below, and also described in Proposals 4 -7, 9, and 11 in the Company's definitive proxy statement filed on Schedule 14A filed with the Securities and Exchange Commission on April 22, 2026 (the "Proxy Statement"). The initial grants are described in paragraphs 5 and 6 of Item 5.07 below and also described in Proposals 8 and 10 in the Proxy Statement. The terms and conditions of these grants are provided in the Proxy Statement, which disclosure is incorporated by reference into this Item 5.02.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company's stockholders voted on all the proposals summarized in the Proxy Statement, as set forth below:

1.
Election of Directors (Proposal 1): All seven directors named in the Proxy Statement were elected to serve on the Company's Board of Directors with the following votes:

Name

Votes For

Votes Withheld

Broker Non-Votes

Jan Stern Reed

10,902,991

798,914

3,890,542

Professor Suzanne Crowe

10,979,194

722,711

3,890,542

Jeremy Curnock Cook

10,700,424

1,001,481

3,890,542

Robert McNamara

10,962,888

739,017

3,890,542

Dr. Michael Tarnoff

11,011,908

689,997

3,890,542

Joseph Woody

10,977,874

724,031

3,890,542

Cary Vance

11,176,792

525,113

3,890,542

2.
Appointment of Independent Auditor (Proposal 2): The stockholders ratified the selection of Grant Thornton LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026. The votes regarding this proposal were as follows:

Votes For

Votes Against

Abstentions

14,962,654

255,151

374,642

3.
Increase the maximum aggregate annual cash fee pool from which the non-executive Directors of the Company may be paid (Proposal 3): Stockholders approved, for the purposes of ASX Listing Rule 10.17 and section 2.10 of the Company's Amended and Restated Bylaws (and for all other purposes), an increase to the aggregate annual cash fee pool from which non-executive directors of the Company may be paid for their services from a maximum of US$750,000 per annum to a maximum of US$900,000 per annum. The votes regarding this proposal were as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

8,582,602

2,710,656

408,647

3,890,542

4.
Issuance of Securities to Non-Executive Directors (Proposals 4 - 7, 9 & 11): Stockholders approved the annual grants comprised of 22,214 restricted stock units and 16,133 stock options, to each of the following non-executive directors, in accordance with the terms and conditions set out in the Proxy Statement. The votes regarding these proposals were as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

Professor Suzanne Crowe

8,869,562

2,411,009

421,334

3,890,542

Jeremy Curnock Cook

8,722,810

2,544,450

434,645

3,890,542

Robert McNamara

8,818,589

2,449,386

433,930

3,890,542

Jan Stern Reed

8,841,764

2,434,253

425,888

3,890,542

Dr. Michael Tarnoff

8,774,530

2,458,787

468,588

3,890,542

Joseph Woody

8,830,204

2,446,817

424,884

3,890,542

5.
Issuance of Securities to Dr. Michael Tarnoff (Proposal 8): Stockholders approved the initial grant comprised of 26,250 restricted stock units and 19,063 stock options, to Dr. Michael Tarnoff, in accordance with the terms and conditions set out in the Proxy Statement. The votes regarding this proposal were as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

8,791,498

2,433,367

477,040

3,890,542

6.
Issuance of Securities to Joseph Woody (Proposal 10): Stockholders approved the initial grant comprised of 40,547 restricted stock units and 29,446 stock options, to Mr. Joseph Woody, in accordance with the terms and conditions set out in the Proxy Statement. The votes regarding this proposal were as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

8,863,312

2,395,376

443,217

3,890,542

7.
Advisory Vote to Approve Compensation of Named Executive Officers (Proposal 12): Stockholders voted in favor of the non-binding advisory vote to approve the compensation of the Company's named executive officers. The votes regarding this proposal were as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

8,918,272

2,202,213

581,420

3,890,542

8.
Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation (Proposal 13): Stockholders voted in favor of the non-binding advisory vote to set the frequency of future advisory votes to approve the compensation of the Company's named executive officers. The votes regarding this proposal were as follows:

Votes For

1 Year

2 Years

3 Years

Abstentions

Broker Non-Votes

9,545,151

924,743

650,252

581,759

3,890,542

9.
Approval of the Issuance of Warrants (Proposal 14): Stockholders approved, for the purpose of ASX Listing Rule 7.1 (and all other purposes), the issuance of a warrant or warrants covering up to 650,000 shares of Common Stock, with a term of ten years (the "Warrants"), to Perceptive Credit Holdings V, LP ("Perceptive"), pursuant to the credit agreement between the Company and Perceptive, dated January 13, 2026. The votes regarding this proposal were as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

9,322,532

1,769,627

609,746

3,890,542

10.
Approval of the Issuance of Equity Securities (Proposal 15): Stockholders approved as a special resolution, for the purpose of ASX Listing Rule 7.1A (which allows the Company to seek stockholder approval to issue an additional 10% over the annual listing limit of 15% of its issued capital in a consecutive 12-month period) and all other purposes, the issue of Equity Securities (as defined in ASX Listing Rule 19.2) up to such additional 10% of the issued capital (at the time of issuance) of the Company (as calculated in accordance with ASX Listing Rule 7.1A.2). The votes regarding this proposal were as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

8,947,195

2,223,106

531,604

3,890,542

Avita Medical Inc. published this content on June 04, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on June 04, 2026 at 10:02 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]