8-K

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

______________________

Date of Report (Date of earliest event reported): June 14, 2023

Registrant’s telephone number, including area code: (574) 268-6379

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

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:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

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, OrthoPediatrics Corp. (the "Company") held its 2023 Annual Meeting of Stockholders and the Company's stockholders voted on the following matters:

Election of Directors

The nominees below were elected to serve as directors for a term that will last until the Company’s 2026 Annual Meeting of Stockholders or until his successor is duly elected and qualified.  The number of votes cast for and withheld from each nominee and the number of broker non-votes with respect to each nominee were as follows:

Approval, on an advisory basis, of the compensation of the Company's named executive officers

The Company's stockholders approved the compensation of the Company's named executive officers by voting as follows:

Selection, on an advisory basis, of the frequency of future advisory votes on executive compensation

As reflected below, a majority of the votes cast advised that the vote on executive compensation should occur every year. The Company will consider the outcome of the advisory vote on the frequency of future stockholder votes on executive compensation and will disclose its decision with respect to such frequency by filing an amendment to this Current Report on Form 8-K in accordance with Item 5.07(d) of Form 8-K.

Approval, on an advisory basis, of the appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for our Fiscal Year Ending December 31, 2023

The Company’s stockholders approved the appointment by the Audit Committee of the Company’s Board of Directors of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 by voting as follows:

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SIGNATURE

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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