8-K 1 ofix-8k_20190610.htm 8-K ofix-8k_20190610.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 10, 2019

 

 

ORTHOFIX MEDICAL INC.

(Exact name of Registrant as specified in its charter)

 

 

Delaware

 

0-19961

 

98-1340767

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

 

 

 

 

3451 Plano Parkway

Lewisville, Texas

 

75056

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (214) 937-2000

 

 

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 (see General Instruction A.2. below):

 

☐

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))

 

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common stock, $0.10 par value per share

 

OFIX

 

Nasdaq Global Select Market

 

 

 

 

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

On June 10, 2019, Orthofix Medical Inc. (the “Company”) held its 2019 Annual Meeting of Shareholders (the “Annual Meeting”). The total number of common shares eligible to vote as of the record date, April 23, 2019, was 19,067,971 and, pursuant to the Company’s Bylaws, 9,533,986 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 17,095,675, and a quorum therefore existed.

 

At the Annual Meeting:

 

 

 

 

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 2020 Annual Meeting of Shareholders:

 

Name

 

Votes For

 

Votes Withheld

 

Broker
Non-Votes

 

James F. Hinrichs

 

15,597,482

 

436,662

 

1,061,531

 

Alexis V. Lukianov

 

15,738,789

 

295,355

 

1,061,531

 

Lilly Marks

 

15,820,279

 

213,865

 

1,061,531

 

Bradley R. Mason

 

15,959,591

 

74,553

 

1,061,531

 

Ronald A. Matricaria

 

15,662,401

 

371,743

 

1,061,531

 

Michael E. Paolucci

 

15,794,613

 

239,531

 

1,061,531

 

Maria Sainz

 

15,627,674

 

406,470

 

1,061,531

 

John Sicard

 

15,653,125

 

381,019

 

1,061,531

 

 

 

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) 15,644,163 in favor, (ii) 385,050 against, (iii) 4,931 abstaining, and (iv) 1,061,531 broker non-votes.

 

 

3.

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, 2019 was ratified by a vote of (i) 16,619,706 in favor, (ii) 471,782 against, and (iii) 4,187 abstaining.


 

 

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.

 

 

 

Orthofix Medical Inc.

 

 

By:

 

 

/s/ Kimberley A. Elting

 

 

 

Kimberley A. Elting

Chief Legal and Administrative Officer

 

 

 

 

 

 

Date: June 11, 2019