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 June 21, 2021, Orthofix Medical Inc. (the "Company") held its 2021 Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders approved Amendment No. 2 (the "LTIP Amendment") to the Company's Amended and Restated 2012 Long-Term Incentive Plan (as previously amended, the "2012 LTIP"). The Company's named executive officers are participants in the 2012 LTIP. The Plan Amendment is filed herewith as Exhibit 10.1. The LTIP Amendment increases the number of shares of the Company's common stock reserved for issuance under the 2012 LTIP by 1,200,000 shares, and does not otherwise amend any existing terms of the 2012 LTIP. The text of the 2012 LTIP and the LTIP Amendment are also set forth as Appendix A to the Company's proxy statement for the Annual Meeting, and the material terms of the 2012 LTIP and the LTIP Amendment are further described in pages 60-68 of such proxy statement .

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 June 21, 2021, the Company held the Annual Meeting. The total number of common shares eligible to vote as of the record date, April 22, 2021, was 19,558,752 and, pursuant to the Company's Bylaws, 9,779,377 shares were required to be present or represented at the Annual Meeting to constitute a quorum. The total number of common shares present or represented at the Annual Meeting was 18,300,784, and a quorum therefore existed. Of the shares present and represented, 903,637 constituted broker non-votes for purposes of items 1, 2, 3 and 4 below.





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 of Ernst & Young LLP. The selection of Ernst
      & Young LLP to act as the independent registered public accounting firm
      for the Company and its subsidiaries for the fiscal year ending December
      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 the Orthofix Medical Inc. Amended and Restated 2012
     Long-Term Incentive Plan.
10.2   Amendment No. 2 to the Orthofix Medical Inc. Second Amended and Restated
     Stock Purchase Plan.
104  Cover Page Interactive Data File (embedded within the Inline XBRL document).

© Edgar Online, source Glimpses