Orthofix Medical Inc 8-K, filed Jan 4, 2023
Orthofix Medical Inc. (OFIX)
About this 8-K
Orthofix Medical Inc filed this 8-K on January 4, 2023.
Items reported
- Item 5.07: Shareholder vote results
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On January 4, 2023, Orthofix Medical Inc. (“Orthofix”) held a special meeting of its stockholders (the “Orthofix Special Meeting”). At the close of business on November 10, 2022, the record date for the Orthofix Special Meeting, there were 20,011,598 Orthofix common shares outstanding and entitled to vote at the Orthofix Special Meeting. A total of 17,517,255 Orthofix common shares were voted in person or by proxy at the Orthofix Special Meeting, representing 87.54% of the Orthofix common shares outstanding and entitled to vote, which constituted a quorum to conduct business at the Orthofix Special Meeting. At the Orthofix Special Meeting, Orthofix’s stockholders approved the proposal described below and which is described in greater detail in Orthofix’s definitive joint proxy statement/prospectus filed with the Securities and Exchange Commission on November 23, 2022. Stockholder action on a second proposal, to approve the adjournment of the Orthofix Special Meeting to a later date or time, if necessary or appropriate, to solicit additional proxies in the event there were not sufficient votes at the time of the Orthofix Special Meeting to approve Proposal 1, was not required and no vote was taken on that proposal.
The final voting results with respect to the proposal considered and voted upon at the Orthofix Special Meeting are set forth below.
Proposal 1: Orthofix Share Issuance. To approve the issuance of Orthofix common stock, par value $0.10 per share, to SeaSpine stockholders in connection with the merger, as contemplated by the Agreement and Plan of Merger, dated as of October 10, 2022, by and among Orthofix Medical Inc., Orca Merger Sub Inc. and SeaSpine Holdings Corporation.
| For |
Against |
Abstain | ||
| 17,121,777 |
264,278 | 131,200 |
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. | ||||||
| Date: January 4, 2023 | By: | /s/ Kimberley A. Elting | ||||
| Kimberley A. Elting | ||||||
| President of Global Orthopedics; | ||||||
| Chief Legal and Development Officer | ||||||