Alphatec Holdings, Inc 8-K, filed Jun 15, 2023
Alphatec Holdings, Inc. (ATEC)
About this 8-K
Alphatec Holdings, Inc filed this 8-K on June 15, 2023, reporting on events of June 14, 2023.
Items reported
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 14, 2023, Alphatec Holdings, Inc. (the "Company") held its Annual Meeting of Stockholders (the “Annual Meeting”). The Company filed its definitive proxy statement on Schedule 14A with the Securities and Exchange Commission on April 28, 2023. The proxy statement describes in detail each of the six proposed voting matters (the “Proposals”) submitted to the Company’s stockholders at the Annual Meeting. As of April 19, 2023, the record date of the Annual Meeting, there were 113,760,845 outstanding shares of the Company’s common stock. At the Annual Meeting, a quorum of 80,295,930 shares of the Company’s common stock were represented in person or by proxy. The final results for the votes cast with respect to each Proposal are set forth below.s
Proposal 1
The stockholders elected each of Elizabeth Altman, Evan Bakst, Mortimer Berkowitz III, Quentin Blackford, Karen K. McGinnis, Marie Meynadier, Patrick S. Miles, David H. Mowry, David R. Pelizzon, Jeffrey P. Rydin, James L.L. Tullis, and Ward W. Woods to serve on the Company’s Board of Directors for a term of one year until the 2024 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified, or until their earlier death or resignation, by the following vote:
Nominee |
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
Elizabeth Altman |
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56,013,332 |
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1,253,845 |
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23,028,753 |
Evan Bakst |
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56,116,699 |
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1,150,478 |
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23,028,753 |
Mortimer Berkowitz III |
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44,381,814 |
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12,885,363 |
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23,028,753 |
Quentin Blackford |
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43,792,282 |
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13,474,895 |
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23,028,753 |
Karen K. McGinnis |
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57,082,360 |
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184,817 |
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23,028,753 |
Marie Meynadier |
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57,044,627 |
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222,550 |
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23,028,753 |
Patrick S. Miles |
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56,913,999 |
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353,178 |
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23,028,753 |
David H. Mowry |
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56,106,819 |
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1,160,358 |
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23,028,753 |
David R. Pelizzon |
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57,042,111 |
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225,066 |
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23,028,753 |
Jeffrey P. Rydin |
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57,059,177 |
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208,000 |
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23,028,753 |
James L.L. Tullis |
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56,724,335 |
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542,842 |
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23,028,753 |
Ward W. Woods |
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56,981,053 |
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286,124 |
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23,028,753 |
Proposal 2
The stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2023 by the following vote:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
80,206,770 |
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78,563 |
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10,597 |
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0 |
Proposal 3
The stockholders approved the amendment of the Company’s 2007 Employee Stock Purchase Plan by the following vote:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
57,112,289 |
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133,808 |
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21,080 |
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23,028,753 |
Proposal 4
The stockholders approved the amendment of the Company’s 2016 Equity Incentive Plan by the following vote:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
45,377,491 |
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11,867,419 |
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22,267 |
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23,028,753 |
Proposal 5
The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executed officers by the following vote:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
56,507,999 |
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728,685 |
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30,493 |
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23,028,753 |
Proposal 6
The stockholders approved, on a non-binding advisory basis, holding the non-binding advisory vote on the compensation of the Company’s named executive officers on an annual basis by the following vote:
1 Year |
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2 Years |
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3 Years |
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Abstentions |
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Broker Non-Votes |
57,105,729 |
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15,650 |
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132,321 |
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13,477 |
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23,028,753 |
No other items were presented for stockholder approval at the Annual Meeting.
In light of the results of the stockholder vote on the frequency of future non-binding advisory votes on the compensation of the Company’s named executive officers, and consistent with the Company’s recommendation, the Company’s Board of Directors has determined that the Company will hold a non-binding advisory vote on executive compensation annually until the next required vote on the frequency of future non-binding advisory votes on the compensation of the Company’s named executive officers.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 |
Third Amendment to the Alphatec Holdings, Inc. 2007 Employee Stock Purchase Plan |
10.2 |
Fifth Amendment to the Alphatec Holdings, Inc. 2016 Equity Incentive Plan |
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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ALPHATEC HOLDINGS, INC. |
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Date: |
June 15, 2023 |
By: |
/s/ J. Todd Koning |
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Executive Vice President and Chief Financial Officer |
Exhibit 10.1
THIRD AMENDMENT TO THE
ALPHATEC HOLDINGS, INC.
2007 EMPLOYEE STOCK PURCHASE PLAN
(As Amended and Restated Effective May 16, 2017)
This Third Amendment (this “Amendment”) to the Alphatec Holdings, Inc. 2007 Employee Stock Purchase Plan, as amended and restated effective May 16, 2017 (the “Plan”), is made and adopted by Alphatec Holdings, Inc. (the “Company”), a corporation organized under the laws of State of Delaware. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan.
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Section 3.1 of the Plan is hereby amended to read as follows: |
“Number of Shares. Subject to Article VIII, the aggregate number of Shares that may be issued pursuant to rights granted under the Plan shall be 3,637,449 Shares. If any right granted under the Plan shall for any reason terminate without having been exercised, the Shares not purchased under such right shall again be available for issuance under the Plan.”
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This Amendment is effective as of June 14, 2023. |
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3. |
This Amendment shall be and is hereby incorporated in and forms a part of the Plan. All other terms and provisions of the Plan shall remain unchanged except as specifically modified herein. The Plan, as amended by this Amendment, is hereby ratified and confirmed. |
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I hereby certify that the foregoing Amendment was duly adopted by the Compensation Committee of the Board of Directors of the Company on February 1, 2023.
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ALPHATEC HOLDINGS, INC. |
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By: |
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/s/ Patrick S. Miles |
Name: |
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Patrick S. Miles |
Its: |
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Chairman and Chief Executive Officer |
Exhibit 10.2
FIFTH AMENDMENT TO THE
ALPHATEC HOLDINGS, INC.
2016 EQUITY INCENTIVE PLAN
(As Amended and Restated Effective June 15, 2017)
This Fifth Amendment (this “Amendment”) to the Alphatec Holdings, Inc. 2016 Equity Incentive Plan, as amended and restated effective June 15, 2017 (the “Plan”), is made and adopted by Alphatec Holdings, Inc. (the “Company”), a corporation organized under the laws of State of Delaware. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan.
“(a) Subject to Paragraph 25, the number of Shares which may be issued from time to time pursuant to this Plan shall be 26,383,333 Shares of Common Stock.”
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I hereby certify that the foregoing Amendment was duly adopted by the Compensation Committee of the Board of Directors of the Company on February 1, 2023.
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ALPHATEC HOLDINGS, INC. |
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By: |
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/s/ Patrick S. Miles |
Name: |
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Patrick S. Miles |
Its: |
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Chairman and Chief Executive Officer |