Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Approval of Amendment No. 2 to Amended and Restated 2012 Long-Term Incentive Plan
On
Approval of Amendment No. 2 to Second Amended and Restated Stock Purchase Plan
At the Annual Meeting, the Company's shareholders also approved Amendment No. 2 (the "SPP Amendment") to the Company's Second Amended and Restated Stock Purchase Plan (as previously amended, the "SPP"). The Company's named executive officers are participants in the SPP. The SPP Amendment is filed herewith as Exhibit 10.2. The SPP Amendment increases the number of shares of the Company's common stock reserved for issuance under the SPP by 500,000 shares, and does not otherwise amend any existing terms of the SPP. The text of the SPP and the SPP Amendment are also set forth as Appendix B to the Company's proxy statement for the Annual Meeting, and the material terms of the SPP and the SPP Amendment are further described in pages 69-72 of such proxy statement .
Item 5.07. Submission of Matters to a Vote of Security Holders.
On
At the Annual Meeting: 1. Election of Board of Directors. The following persons were elected by a plurality of the votes cast at the Annual Meeting as directors of the Company for a one year term expiring at the 2022 Annual Meeting of Shareholders: Name Votes For Votes Against Abstentions Catherine M. Burzik 17,197,010 (98.85%) 199,738 (1.15%) 399 (0.0%) Jason M. Hannon 16,423,361 (94.40%) 973,347 (5.59%) 439 (0.0%) James F. Hinrichs 15,870,804 (91.23%) 1,524,496 (8.76%) 1,847 (0.01%) Alex V. Lukianov 17,172,051 (98.71%) 223,172 (1.28%) 1,924 (0.01%)Lilly Marks 16,867,520 (96.96%) 527,695 (3.03%) 1,932 (0.01%) Michael E. Paolucci 16,867,216 (96.95%) 528,084 (3.04%) 1,847 (0.01%) Jon Serbousek 17,268,812 (99.26%) 124,039 (0.71%) 4,296 (0.02%) John Sicard 17,219,962 (98.98%) 175,401 (1.01%) 1,784 (0.01%) 2. Advisory and Non-Binding Resolution to Approve Executive Compensation. The advisory and non-binding resolution to approve executive compensation was approved by a vote of (i) 16,849,118 (96.85%) in favor, (ii) 545,768 (3.14%) against, and (iii) 2,261 (0.01%) abstaining. 3. Approval of Amendment No. 2 to the Company's Amended and Restated 2012 Long-Term Incentive Plan. Amendment No. 2 to the Company's Amended and Restated 2012 Long-Term Incentive Plan was approved by a vote of (i) 14,692,839 (84.46%) in favor, (ii) 2,701,414 (15.53%) against, and (iii) 2,894 (0.02%) abstaining 4. Approval of Amendment No. 2 to the Company's Second Amended and Restated Stock Purchase Plan. Amendment No. 2 to the Company's Second Amended and Restated Stock Purchase Plan was approved by a vote of (i) 17,341,445 (99.68%) in favor, (ii) 54,417 (0.31%) against, and (iii) 1,285 (0.01%) abstaining. 5. Ratification of the Selection ofErnst & Young LLP . The selection ofErnst & Young LLP to act as the independent registered public accounting firm for the Company and its subsidiaries for the fiscal year endingDecember 31, 2021 was ratified by a vote of (i) 18,069,898 (98.74%) in favor, (ii) 230,647 (1.26%) against, and (iii) 239 (0.0%) abstaining.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits 10.1 Amendment No. 2 to theOrthofix Medical Inc. Amended and Restated 2012 Long-Term Incentive Plan. 10.2 Amendment No. 2 to theOrthofix Medical Inc. Second Amended and Restated Stock Purchase Plan. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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