UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 20, 2026, TransMedics Group, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the shareholders of the Company voted on the following proposals:
Proposal One: The shareholders elected Waleed Hassanein, M.D., James R. Tobin, Edward M. Basile, Thomas J. Gunderson, Edwin M. Kania, Jr., Stephanie Lovell, Merilee Raines, and David Weill, M.D. as directors, each to serve on the Board of Directors of the Company until the 2027 Annual Meeting of Shareholders 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 Hassanein, M.D |
23,925,335 | 122,999 | 15,389 | 4,632,985 | ||||||||||||
| James R. Tobin |
23,594,322 | 453,100 | 16,301 | 4,632,985 | ||||||||||||
| Edward M. Basile |
22,395,787 | 1,651,466 | 16,470 | 4,632,985 | ||||||||||||
| Thomas J. Gunderson |
23,667,347 | 380,233 | 16,143 | 4,632,985 | ||||||||||||
| Edwin M. Kania, Jr. |
23,603,708 | 443,438 | 16,577 | 4,632,985 | ||||||||||||
| Stephanie Lovell |
23,932,921 | 111,757 | 19,045 | 4,632,985 | ||||||||||||
| Merilee Raines |
23,908,647 | 140,715 | 14,361 | 4,632,985 | ||||||||||||
| David Weill, M.D. |
23,842,978 | 204,717 | 16,028 | 4,632,985 | ||||||||||||
Proposal Two: The shareholders approved, 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 | |||
| 22,871,647 | 1,161,181 | 30,895 | 4,632,985 |
Proposal Three: The shareholders approved the amendment to the Amended and Restated TransMedics Group, Inc. 2019 Stock Incentive Plan, based on the following votes:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 17,265,369 | 6,758,882 | 39,472 | 4,632,985 |
Proposal Four: The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2026, based on the following votes:
| For |
Against |
Abstain | ||
| 28,030,696 | 648,359 | 17,653 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 10.1 | Amendment No. 1 to Amended and Restated TransMedics Group, Inc. 2019 Stock Incentive Plan | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL | |
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 hereunto duly authorized.
| TRANSMEDICS GROUP, INC. | ||||||
| Date: May 21, 2026 | By: | /s/ Matthew S. Forsyth | ||||
| Name: | Matthew S. Forsyth | |||||
| Title: | Senior Vice President, General Counsel & Corporate Secretary | |||||