--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-149375" form_type: "8-K" ticker: null cik: "0001531978" company_name: "Paragon 28, Inc." filed_at: "2023-05-19T23:59:59+00:00" generated_at: "2026-06-14T19:45:35.177666+00:00" event_type: "leadership" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.3 confidence: "high" source: SEC EDGAR --- # Paragon 28 CTO Jason Edie steps down effective May 19, 2023 ## Summary - Jason Edie agreed to step down as Chief Technology Officer, effective May 19, 2023. - Edie will receive severance: 12 months base salary + target bonus, COBRA, and continued equity vesting per his employment agreement. - Stockholders approved declassification of board and elimination of supermajority voting, effective after the 2028 annual meeting. - Annual meeting elected all director nominees and ratified Deloitte & Touche as auditor for FY2023. ## SEC filing metadata - accession: 0001193125-23-149375 - form_type: 8-K - cik: 0001531978 - company_name: Paragon 28, Inc. - filed_at: 2023-05-19T23:59:59+00:00 - event_type: leadership - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.3 - confidence: high - sec_items: 5.02, 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1531978/000119312523149375/0001193125-23-149375-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1531978/000119312523149375/d502180d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-149375 - JSON: https://secwatch.observer/filing/0001193125-23-149375.json - Plain text: https://secwatch.observer/filing/0001193125-23-149375.txt ## Key facts - Executive change Jason Edie departed as Chief Technology Officer at Paragon 28, Inc.. - Action: stepped down - Role: Chief Technology Officer source text: On May 16, 2023, Paragon 28, Inc. (the “Company”) and Jason Edie agreed that Mr. Edie would step down from his position as the Company’s Chief Technology Officer effective as of May 19, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/1531978/000119312523149375/0001193125-23-149375-index.htm - Governance Changes Paragon 28, Inc.: Approved amendment to declassify board commencing with 2028 annual meeting and eliminate supermajority voting requirements after 2028 (effective 2023-05-17). - Change: charter amendment - Effective: 2023-05-17 source text: On May 17, 2023, at the annual meeting of stockholders of the Company (the “Annual Meeting”), the stockholders of the Company approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “COI Amendment”) to (i) declassify the Company’s board of directors (the “Board”) commencing with the 2028 annual meeting of stockholders, and (ii) eliminate supermajority voting requirements from and after the 2028 annual meeting of stockholders. evidence_url: https://www.sec.gov/Archives/edgar/data/1531978/000119312523149375/0001193125-23-149375-index.htm - Governance Changes Paragon 28, Inc.: Amended bylaws to declassify board commencing with 2028 annual meeting and eliminate supermajority voting requirements after 2028 (effective 2023-05-17). - Change: bylaw amendment - Effective: 2023-05-17 source text: On May 17, 2023, the Company’s Second Amended and Restated Bylaws (the “A&R Bylaws”), as approved by the Board, became effective to (i) declassify the Company’s Board commencing with the 2028 annual meeting of stockholders and (ii) eliminate supermajority voting requirements form and after the 2028 annual meeting of stockholders. evidence_url: https://www.sec.gov/Archives/edgar/data/1531978/000119312523149375/0001193125-23-149375-index.htm - Shareholder Votes Paragon 28, Inc. shareholders approved Approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to declassify the Board commencing with the 2028 annual meeting of stockholders at the 2023-05-17 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-05-17 source text: Proposal 2 in the Proxy Statement, a proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to declassify the Board commencing with the 2028 annual meeting of stockholders, was approved by the following vote: Votes For Votes Against Abstentions Broker Non-Votes 60,851,958 8,648,223 707 5,653,778 evidence_url: https://www.sec.gov/Archives/edgar/data/1531978/000119312523149375/0001193125-23-149375-index.htm - Shareholder Votes Paragon 28, Inc. shareholders approved Election of Directors at the 2023-05-17 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-17 source text: All of the nominees for director listed in Proposal 1 in the Company’s Definitive Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission on April 6, 2023, as supplemented by the Company’s Definitive Additional Materials on Schedule 14A as filed with the Securities and Exchange Commission on April 6, 2023 (collectively, the “Proxy Statement”), were elected to serve on the Company’s Board by the following vote: Name of Nominee Votes For Votes Withheld Broker Non-Votes Quentin Blackford 60,299,673 9,201,215 5,653,778 Alf Grunwald 69,320,391 180,497 5,653,778 Stephen Oesterle, M.D. 66,314,684 3,186,204 5,653,778 evidence_url: https://www.sec.gov/Archives/edgar/data/1531978/000119312523149375/0001193125-23-149375-index.htm - Shareholder Votes Paragon 28, Inc. shareholders approved Approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to remove supermajority voting requirements from and after the 2028 annual meeting of stockholders at the 2023-05-17 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-05-17 source text: Proposal 3 in the Proxy Statement, a proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to remove supermajority voting requirements from and after the 2028 annual meeting of stockholders, was approved by the following vote: Votes For Votes Against Abstentions Broker Non-Votes 60,702,096 8,798,113 679 5,653,778 evidence_url: https://www.sec.gov/Archives/edgar/data/1531978/000119312523149375/0001193125-23-149375-index.htm - Shareholder Votes Paragon 28, Inc. shareholders approved Ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 at the 2023-05-17 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-17 source text: Proposal 4 in the Proxy Statement, a proposal to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023, was approved by the following vote: Votes For Votes Against Abstentions 74,988,658 3,478 162,530 evidence_url: https://www.sec.gov/Archives/edgar/data/1531978/000119312523149375/0001193125-23-149375-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.