UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Emerging growth company
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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. |
Effective as of December 13, 2021, the Board of Directors (the “Board”) of Orthofix Medical Inc. (the “Company”), consistent with a recommendation made by the Board’s Nominating and Governance Committee, has appointed Thomas A. West as a director. The Board has determined that Mr. West is an independent director under the listing rules of the Nasdaq Stock Market. There are no transactions involving Mr. West and the Company requiring disclosure under Item 404(a) of Regulation S-K. In connection with Mr. West’s appointment, the Board resolved to increase its size from eight to nine directors, effective immediately. Mr. West has been appointed to the Compensation and Talent Development Committee of the Board.
Mr. West will receive the Company’s standard annual fee for non-employee director service. In connection with his appointment, he will also receive options to acquire 29,450 shares of common stock (vesting in 1/4th increments on each of the first, second, third and fourth anniversary of grant) as of December 13, 2021, pursuant to the Company’s Amended and Restated 2012 Long-Term Incentive Plan.
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Item 7.01 |
Regulation FD Disclosure. |
On December 14, 2021, the Company issued a press release regarding the appointment described above. That press release is furnished herewith as Exhibit 99.1.
The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
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Item 9.01 |
Financial Statements and Exhibits. |
(d)Exhibits
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99.1 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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. |
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By: |
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/s/ Kimberley A. Elting |
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Kimberley A. Elting Chief Legal and Development Officer |
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Date: December 14, 2021