Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Effective June 17, 2021, the Board of Directors ("Board") of Alphatec Holdings,
Inc. (the "Company") increased the number of directors to serve on the Board to
thirteen members and appointed Marie Meynardier to serve as a director for a
term commencing on June 17, 2021, and expiring at the Annual Meeting of
Stockholders of the Company in 2022.
Ms. Meynardier will receive annual compensation in accordance with the Company's
standard remuneration for its non-employee directors, as revised by the
Compensation Committee of the Board effective as of June 16, 2021, which
provides that non-employee directors receive a one-time, time-based restricted
stock unit ("RSU") award granted upon election or appointment to the Board, with
a grant value of $300,000, as determined by the volume weighted average trading
price ("VWAP") of the Company's stock for the 30-trading day period prior to
date of election or appointment (the "Initial Board Grant"). The Initial Board
Grant vests in three equal installments on each of the first three anniversaries
of the grant date, conditioned upon continued Board service. Additionally,
non-employee directors receive an annual RSU award for service on the Board with
a grant value of $150,000 (the "Annual Board Grant"). For continuing (incumbent)
non-employee directors, the Annual Board Grant is granted as of the date of the
annual meeting of stockholders, based upon the VWAP of the Company's stock for
the 30-trading day period prior to the grant date. For newly elected or newly
appointed, non-employee directors, the Annual Board Grant is granted upon
election or appointment to the Board, with a grant value, as determined by the
30-trading day VWAP prior to date of election or appointment, pro-rated by the
number of days from the date of the prior annual meeting of stockholders to the
date of the grant, divided by 365. The Annual Board Grant vests on the earlier
of (a) the next annual meeting of stockholders and (b) the death or resignation
of the director. In the event of death or resignation of the director, the
Annual Board Grant vests pro-rated based on the number of actual days served by
the director from the time of the grant to such death or resignation, divided by
365. Additionally, non-employee directors receive an annual cash retainer as
follows: (i) $45,000 to each non-employee director that serves as a member of
the Board ($70,000 for Chair or Lead Director of the Board) and (ii) $9,500
($20,000 for Chair), $9,500 ($20,000 for Chair), $6,000 ($15,000 for Chair) and
$5,000 ($10,000 for Chair) to each non-employee director that serves as a member
of the Audit Committee, Finance Committee, Compensation Committee, and/or
Nominating and Corporate Governance Committee, respectively. Cash retainers are
paid quarterly in equal installments, pro-rated based on the number of actual
days served by the director during the applicable quarter.
In addition, it is anticipated that Ms. Meynardier will enter into the Company's
standard form of indemnification agreement for non-employee directors, a copy of
which is attached as Exhibit 10.5 to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 2009, filed with the U.S.
Securities and Exchange Commission ("SEC") on May 5, 2009, and incorporated
herein by reference.
There are no other arrangements or understandings between Ms. Meynardier and any
other person pursuant to which she was selected to serve on the Board. There are
no family relationships between Ms. Meynardier and any director or executive
officer of the Company, and she has no direct or indirect material interest in
any transaction required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
Item 5.07 Submission of Matters to a Vote of Security Holders
On June 16, 2021, the Company held its Annual Meeting of stockholders (the
"Annual Meeting"). The Company filed its definitive proxy statement on Schedule
14A with the SEC on April 29, 2021. The proxy statement describes in detail each
of the four proposed voting matters (the "Proposals") submitted to the Company's
stockholders at the Annual Meeting. As of April 19, 2021, the record date of the
Annual Meeting, there were 97,023,702 outstanding shares of the Company's common
stock. At the Annual Meeting, a quorum of 78,810,394 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.
Proposal 1
The stockholders elected each of Evan Bakst, Mortimer Berkowitz III, Quentin
Blackford, Jason Hochberg, Karen K. McGinnis, Patrick S. Miles, David H. Mowry,
David R. Pelizzon, Jeffrey P. Rydin, James L.L. Tullis, Donald A. Williams and
Ward W. Woods to serve on the Company's Board for a term of one year until the
2022 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 Votes For Votes Withheld Broker Non-Votes
Evan Bakst 58,048,690 1,343,386 19,418,317
Mortimer Berkowitz III 50,522,654 8,869,422 19,418,317
Quentin Blackford 55,592,349 3,799,727 19,418,317
Jason Hochberg 58,563,559 828,517 19,418,317
Karen K. McGinnis 58,214,439 1,177,637 19,418,317
Patrick S. Miles 58,380,900 1,011,176. 19,418,317
David H. Mowry 59,174,631 217,445 19,418,317
David R. Pelizzon 59,108,602 283,474 19,418,317
Jeffrey P. Rydin 59,167,504 224,572 19,418,317
James L.L. Tullis 52,104,152 7,287,924 19,418,317
Donald A. Williams 58,352,695 1,039,381 19,418,317
Ward W. Woods 57,090,720 2,301,356 19,418,317
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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, 2021 by the following vote:
Votes For Votes Against Abstentions Broker Non-Votes
69,311,285 37,464 9,461,644 0
Proposal 3
The stockholders approved the amendment of the Company's 2007 Employee Stock
Purchase Plan by the following vote:
Votes For Votes Against Abstentions Broker Non-Votes
58,759,347 102,888 529,841 19,418,317
Proposal 4
The stockholders approved, on a non-binding advisory basis, the compensation of
the Company's named executed officers by the following vote:
Votes For Votes Against Abstentions Broker Non-Votes
55,107,427 3,693,015 591,634 19,418,317
No other items were presented for stockholder approval at the Annual Meeting.
Item 7.01 Regulation FD Disclosure
On June 21, 2021, the Company issued a press release announcing the appointed of
Marie Meynardier to the Board. A copy of the press release is attached as
Exhibit 99.1 hereto and is incorporated herein by reference.
The information furnished under this Item 7.01 of this Current Report on Form
8-K, including Exhibit 99.1, shall not be deemed to be "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, and it shall not
be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended, or under the Exchange Act, whether made before or after the
date hereof, except as expressly set forth by specific reference in such filing
to this Item 7.01 of this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
10.1 Second Amendment to the Amended and Restated Alphatec Holdings, Inc. 2007
Employee Stock Purchase Plan.
99.1 Press Release of Alphatec Holdings, Inc., dated June 21, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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