UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): June 06, 2022 |
ORTHOFIX MEDICAL INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 0-19961 | 98-1340767 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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3451 Plano Parkway | |
Lewisville, Texas | | 75056 |
(Address of Principal Executive Offices) | | (Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (214) 937-2000 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Symbol(s) | |
Name of each exchange on which registered
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Common stock, $0.10 par value per share | | OFIX | | NASDAQ Global Select Market |
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 ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Approval of Amendment No. 3 to the Amended and Restated 2012 Long-Term Incentive Plan
On June 6, 2022, Orthofix Medical Inc. (the “Company”) held its 2022 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved Amendment No. 3 (the “LTIP Amendment”) to the Company’s Amended and Restated 2012 Long-Term Incentive Plan (as previously amended, the “2012 LTIP”). The Company’s named executive officers are participants in the 2012 LTIP. The LTIP Amendment is filed herewith as Exhibit 10.1. The LTIP Amendment increases the number of shares of the Company’s common stock reserved for issuance under the 2012 LTIP by 1,325,000 shares, and does not otherwise amend any existing terms of the 2012 LTIP. The text of the 2012 LTIP and the LTIP Amendment are also set forth as Appendix A to the Company’s proxy statement for the Annual Meeting, and the material terms of the 2012 LTIP and the LTIP Amendment are further described in pages 61-69 of such proxy statement.
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Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 6, 2022, the Company held the Annual Meeting. The total number of common shares eligible to vote as of the record date, April 7, 2022, was 19,845,106 and, pursuant to the Company’s Bylaws, 9,922,554 shares were required to be present or represented at the Annual Meeting to constitute a quorum. The total number of common shares present or represented at the Annual Meeting was 18,904,294, and a quorum therefore existed. Of the shares present and represented, 1,244,269 constituted broker non-votes for purposes of items 1, 2, and 3 below.
At the Annual Meeting:
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| 1. | Election of Board of Directors. The following persons were elected by a plurality of the votes cast at the Annual Meeting as directors of the Company for a one year term expiring at the 2023 Annual Meeting of Shareholders: |
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Name | | Votes For | | Votes Against | | Abstentions | |
Wayne Burris | | 17,503,590 (99.11%) | | 97,276 (0.55%) | | 59,159 (0.33%) | |
Catherine M. Burzik | | 17,421,660 (98.65%) | | 233,420 (1.32%) | | 4,945 (0.03%) | |
Jason M. Hannon | | 17,456,507 (98.85%) | | 167,947 (0.95%) | | 35,571 (0.20%) | |
James F. Hinrichs | | 15,796,631 (89.45%) | | 1,318,155 (7.46%) | | 545,239 (3.09%) | |
Lilly Marks | | 17,153,791 (97.13%) | | 501,339 (2.84%) | | 4,895 (0.03%) | |
Michael E. Paolucci | | 17,086,050 (96.75%) | | 538,301 (3.05%) | | 35,674 (0.20%) | |
Jon Serbousek | | 17,491,607 (99.05%) | | 163,460 (0.93%) | | 4,958 (0.03%) | |
John E. Sicard | | 17,499,090 (99.09%) | | 132,542 (0.75%) | | 28,393 (0.16%) | |
Thomas A. West | | 17,407,109 (98.57%) | | 136,013 (0.77%) | | 116,903 (0.66%) | |
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| 2. | Advisory and Non-Binding Resolution to Approve Executive Compensation. The advisory and non-binding resolution to approve executive compensation was approved by a vote of (i) 17,085,486 (96.75%) in favor, (ii) 559,907 (3.17%) against, and (iii) 14,632 (0.08%) abstaining. |
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| 3. | Approval of Amendment No. 3 to the Company’s Amended and Restated 2012 Long-Term Incentive Plan. Amendment No. 3 to the Company’s Amended and Restated 2012 Long-Term Incentive Plan was approved by a vote of (i) 15,019,586 (85.05%) in favor, (ii) 2,638,442 (14.94%) against, and (iii) 1,997 (0.01%) abstaining |
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| 4. | Ratification of the Selection of Ernst & Young LLP. The selection of Ernst & Young LLP to act as the independent registered public accounting firm for the Company and its subsidiaries for the fiscal year ending December 31, 2022 was ratified by a vote of (i) 18,584,476 (98.31%) in favor, (ii) 282,518 (1.49%) against, and (iii) 37,300 (0.20%) abstaining. |
Item 9.01. Financial Statements and Exhibits.
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.
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Orthofix Medical Inc. | |
By: | | /s/ Kimberley A. Elting | |
| | Kimberley A. Elting President of Global Orthopedics; Chief Legal and Development Officer | |
Date: June 7, 2022
