Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) On May 11, 2022, the Board of Directors (the "Board") of NuVasive, Inc. (the "Company") appointed Marc Rosenbaum, the Company's Vice President, Corporate Controller, to serve as the Company's Chief Accounting Officer, effective immediately. As the Company's Vice President, Corporate Controller and Chief Accounting Officer, Mr. Rosenbaum will serve as the Company's principal accounting officer for purposes of the rules and regulations of the Securities and Exchange Commission (the "SEC"). Mr. Rosenbaum will assume responsibility as principal accounting officer from Matthew K. Harbaugh, who will continue his role as the Company's Executive Vice President and Chief Financial Officer and principal financial officer for purposes of the rules and regulations of the SEC.

Mr. Rosenbaum, age 50, has served as the Company's Vice President and Corporate Controller since April 2018 and is responsible for the Company's global accounting function, which includes internal and external financial reporting and transactional processing functions. Mr. Rosenbaum previously served as the Company's Senior Director and Assistant Corporate Controller from May 2014 to March 2018. Prior to joining the Company, Mr. Rosenbaum held roles of increasing responsibility in the finance department of Gen-Probe, Inc. and Hologic, Inc. (which acquired Gen-Probe in August 2012), most recently serving as Hologic's Sr. Director and Controller. Prior to joining Gen-Probe in 2010, Mr. Rosenbaum served as Senior Director, Finance and Accounting, at Elan Pharmaceuticals, Inc. (formerly Dura Pharmaceuticals, Inc.), since 1997. Mr. Rosenbaum holds a Bachelor's Degree in Business Economics from the University of California at Santa Barbara and is a Certified Public Accountant (inactive).

Mr. Rosenbaum did not receive any additional compensation upon his designation as principal accounting officer of the Company. There is no arrangement or understanding with any other person pursuant to which Mr. Rosenbaum was appointed to serve as Vice President, Corporate Controller and Chief Accounting Officer, and there are no family relationships between Mr. Rosenbaum and any director or executive officer of the Company. Additionally, there are no transactions between Mr. Rosenbaum that would be required to be reported under Item 404(a) of Regulation S-K.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 11, 2022, the Company held its Annual Meeting of Stockholders (the "Annual Meeting"). The Company's definitive proxy statement for the Annual Meeting was filed with the SEC on March 30, 2022 (the "Proxy Statement") and describes in detail each of the three proposed voting matters (the "Proposals") submitted to the Company's stockholders at the Annual Meeting. The final results for the votes cast with respect to each Proposal, rounded to the nearest whole share, are set forth below.

As of March 22, 2022, the record date of the Annual Meeting, there were 51,948,497 outstanding shares of the Company's common stock. At the Annual Meeting, a quorum of 45,238,690 shares of the Company's common stock were represented in person or by proxy.

Proposal 1: The stockholders elected each of Robert F. Friel and Daniel J. Wolterman, as a Class III director to hold office until the 2025 Annual Meeting of Stockholders, and in each case until their respective successors are duly elected and qualified, by the following vote:



Nominee                   Votes For        Votes Against       Abstentions        Broker Non-Votes
Robert F. Friel           41,420,107         1,460,572            15,690             2,342,321
Daniel J. Wolterman       41,097,579         1,783,000            15,790             2,342,321

Proposal 2: The stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022 by the following vote:

Votes For Votes Against Abstentions


 44,254,801          964,022             19,867

Proposal 3: The stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers for the fiscal year ended December 31, 2021, as disclosed in the Company's Proxy Statement for the Annual Meeting pursuant to the compensation disclosure rules of the SEC, by the following vote:

Votes For Votes Against Abstentions Broker Non-Votes


 41,289,859         1,553,266            53,244             2,342,321

No other items were presented for stockholder approval at the Annual Meeting.

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Item 8.01 Other Events.

On May 11, 2022, and as previously disclosed in the Company's Proxy Statement, Donald J. Rosenberg, Esq. retired from the Board when his term as a director expired at the Annual Meeting. Effective upon Mr. Rosenberg's retirement, the Board approved a reduction in the size of the Board from ten to nine directors. As a result, the Board is now comprised of nine directors, eight of whom are independent directors.

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