Orgenesis Inc. Announces 2024 Annual Meeting of Stockholders

TL;DR

<b>Orgenesis Inc. will hold its 2024 virtual annual meeting on June 27, 2024, for stockholders to elect directors, approve incentive plan amendments, and ratify auditor appointments.</b>

AI Summary

Orgenesis Inc. (ORGS) filed a Proxy Statement (DEF 14A) with the SEC on May 6, 2024. The 2024 annual meeting of Orgenesis Inc. stockholders will be held virtually on June 27, 2024, at 10:00 a.m. EST. The meeting will include the election of six (6) persons to the Board of Directors. Stockholders will vote on a proposed amendment to the 2017 Equity Incentive Plan. The appointment of Kesselman & Kesselman C.P.A.s as independent registered public accounting firm for fiscal year ending December 31, 2024, will be ratified. The Board of Directors recommends approval of all proposals, including a triennial vote on executive compensation.

Why It Matters

For investors and stakeholders tracking Orgenesis Inc., this filing contains several important signals. The virtual format aims to increase stockholder participation and reduce costs and environmental impact. Key proposals include director elections, an equity incentive plan amendment, and auditor ratification, impacting corporate governance and financial oversight.

Risk Assessment

Risk Level: low — Orgenesis Inc. shows low risk based on this filing. The filing is a routine proxy statement with no immediate financial or operational disclosures that would indicate high risk.

Analyst Insight

Stockholders should review the proxy materials to make informed voting decisions on director elections, incentive plans, and auditor ratification.

Key Numbers

• 6 — Directors to be elected (Number of persons to be elected to the Board of Directors at the annual meeting.)
• 2024 — Annual Meeting Year (Year of the Orgenesis Inc. annual meeting of stockholders.)
• 2017 — Equity Incentive Plan Year (Year of the Equity Incentive Plan to be amended.)
• 2024 — Fiscal Year End (Fiscal year end for which the independent auditor is being ratified.)

Key Players & Entities

• Orgenesis Inc. (company) — Registrant and filer of the proxy statement.
• June 27, 2024 (date) — Date of the 2024 annual meeting of stockholders.
• Kesselman & Kesselman C.P.A.s (company) — Proposed independent registered public accounting firm.
• PricewaterhouseCoopers International Limited (company) — International network of which Kesselman & Kesselman C.P.A.s is a member firm.
• December 31, 2024 (date) — Fiscal year end for which the accounting firm is being ratified.
• 2017 Equity Incentive Plan (other) — Plan for which an amendment will be proposed for stockholder approval.

FAQ

Risk Factors

• Proxy Statement Filing [low — regulatory]: The filing is a routine DEF 14A proxy statement, indicating standard corporate governance procedures are being followed.

Industry Context

Orgenesis Inc. operates in the pharmaceutical preparations industry, focusing on biotechnology and healthcare solutions.

Regulatory Implications

The filing adheres to SEC regulations for proxy statements (Schedule 14A) under the Securities Exchange Act of 1934.

What Investors Should Do

1. Review the proxy statement for details on director nominees and their qualifications.
2. Understand the proposed amendment to the 2017 Equity Incentive Plan and its implications.
3. Confirm the ratification of Kesselman & Kesselman C.P.A.s as the independent auditor for FY2024.

Key Dates

• 2024-06-27: Annual Meeting of Stockholders — Key date for stockholders to vote on corporate matters.

Year-Over-Year Comparison

This is a DEF 14A filing for the 2024 annual meeting, providing information on upcoming corporate actions and governance.

Filing Documents

• formdef14a.htm (DEF 14A) — 579KB
• chart_001.jpg (GRAPHIC) — 34KB
• chart_002.jpg (GRAPHIC) — 33KB
• 0001493152-24-017896.txt (&nbsp;) — 673KB

From the Filing

DEF 14A 1 formdef14a.htm UNITED SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 SCHEDULE 14A Proxy (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Under &sect;240.14a-12 ORGENESIS INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 ORGENESIS INC. 20271 Goldenrod Lane Germantown, Maryland 20876 May 3, 2024 To Our Stockholders: You are cordially invited to attend the 2024 annual meeting of stockholders of Orgenesis Inc. (the &ldquo;Company&rdquo;) to be held at June 27, 2024 at 10:00 a.m. EST. We have decided to hold this year&rsquo;s annual meeting virtually via live audio webcast on the internet. We believe hosting a virtual annual meeting enables greater stockholder attendance and participation from any location around the world, improves meeting efficiency and our ability to communicate effectively with our stockholders, and reduces the cost and environmental impact of our annual meeting. You will be able to attend the annual meeting, vote and submit your questions during the annual meeting by first registering at www.viewproxy.com/ORGS/2024. On the day of the Annual Meeting of Stockholders, if you have properly registered, you may enter the meeting by clicking on the link provided and the password you received via email in your registration confirmations. You will not be able to attend the annual meeting physically. Details regarding the meeting, the business to be conducted at the meeting, and information about the Company that you should consider when you vote your shares are described in the accompanying proxy statement. At the annual meeting, six (6) persons will be elected to our board of directors (&ldquo;Board of Directors&rdquo;). In addition, we will ask stockholders to approve a proposed amendment to the 2017 Equity Incentive Plan and to ratify the appointment of Kesselman & Kesselman C.P.A.s, a member firm of PricewaterhouseCoopers International Limited, as our independent registered public accounting firm for our recommends the approval of each of these proposals and a vote for a frequency of voting on executive compensation every three years. Such other business will be transacted as may properly come before the annual meeting. Under Securities and Exchange Commission rules that allow companies to furnish proxy materials to stockholders over the Internet, we have elected to deliver our proxy materials to the majority of our stockholders over the Internet. This delivery process allows us to provide stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On May 3, 2024, we intend to begin sending to our stockholders a Notice of Internet Availability of Proxy Materials (the &ldquo;Notice&rdquo;) containing instructions on how to access our proxy statement for our 2024 Annual Meeting of Stockholders and our 2023 annual report to stockholders. The Notice also provides instructions on how to vote online or by telephone, how to access the virtual annual meeting and how to receive a paper copy of the proxy materials by mail. We hope you will be able to attend the annual meeting. Whether or not you plan to attend the annual meeting, we hope you will vote promptly. Information about voting methods is set forth in the accompanying proxy statement. Thank you for your continued support of Orgenesis Inc. We look forward to your attendance at the annual meeting. Sincerely, /s/ Vered Caplan Vered Caplan Chairperson of the Board ORGENESIS INC. 20271 Goldenrod Lane Germantown, Maryland 20876 May 3, 2024 NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS TIME: 10:00 AM EST DATE: June 27, 2024 ACCESS: This year&rsquo;s annual meeting will be a virtual meeting via live webcast on the Internet. You will be able to attend the annual meeting, vote and submit your questions during the meeting by first registering at www.viewproxy.com/ORGS/2024. On the day of the Annual Meeting of Stockholders, if you have properly registered, you may enter the meeting by clicking on the link provided and the password you received via email in your registration confirmations. For further information about the virtual annual meeting, please see the Questions and Answers about the Meeting beginning on page 3 of the accompanying proxy statement. PURPOSES: 1. To elect six (6) directors to serve one - year terms expiring in 2025; 2. To ap

View Full Filing

View this DEF 14A filing on SEC EDGAR