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OFFON

WRIGHT MEDICAL GROUP N.V.

(WMGI)
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Wright Medical N : Proxy Statement for 2020 Annual General Meeting of Wright Medical Group N.V.

09/18/2020 | 05:25pm EDT

2020 ANNUAL GENERAL MEETING

OF SHAREHOLDERS PROXY STATEMENT

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FROM OUR CHAIRMAN AND CHIEF EXECUTIVE OFFICER

Wright Medical Group N.V. Prins Bernhardplein 200 1097 JB Amsterdam

The Netherlands (+ 31) 20 521-4777

September 18, 2020

Dear Shareholders:

On behalf of the board of directors, we cordially invite you to attend the 2020 Annual General Meeting of Shareholders of Wright Medical Group N.V. to be held on Wednesday, October 28, 2020, beginning at 2:00 p.m. (Central European Time) at the offices of Stibbe N.V. located at Beethovenplein 10 - 1077 WM, Amsterdam, the Netherlands.

Information about our Annual General Meeting, the agenda items and the various matters on which our shareholders will vote is included in the notice of meeting and proxy statement that follow.

It is important that your shares be represented at the Annual General Meeting, regardless of the number of shares you hold and whether or not you plan to attend the meeting in person. Regardless of whether you plan to attend the meeting in person, we encourage you to exercise your right to vote by following the instructions for voting on the Notice Regarding the Availability of Proxy Materials or, if you received a paper or electronic copy of our proxy materials, by completing, signing, dating and returning your proxy card or by Internet or telephone voting as described on your proxy card before the closing of these voting facilities at 4:00 p.m. (Eastern Time) on October 27, 2020. If you attend the Annual General Meeting and prefer to vote in person, you may withdraw your proxy at that time.

Our Annual Report to Shareholders, including our annual report on Form 10-K for the fiscal year ended December 29, 2019, is being provided to you together with these proxy materials for your review. A copy of our related Dutch statutory annual accounts, as prepared in accordance with Dutch law, is available on our website at www.wright.com.

On behalf of the board of directors and management, it is our pleasure to express our appreciation for your continued support.

Sincerely,

David D. Stevens

Robert J. Palmisano

Chairman

President and Chief Executive Officer

We intend to make this proxy statement and our 2019 Annual Report to Shareholders available on the Internet and to commence mailing of the notice to all shareholders entitled to vote at the Annual General Meeting beginning on or about September 18, 2020. We will mail paper copies of these materials, together with a proxy card, within three business days of a request properly made by a shareholder entitled to vote at the Annual General Meeting.

NOTICE OF ANNUAL GENERAL MEETING OF

SHAREHOLDERS

TO THE SHAREHOLDERS OF WRIGHT MEDICAL GROUP N.V.:

Notice is hereby given that the Annual General Meeting of Shareholders of Wright Medical Group N.V. will be held on Wednesday, October 28, 2020, beginning at 2:00 p.m. (Central European Time) at the offices of Stibbe N.V. located at Beethovenplein 10 - 1077 WM, Amsterdam, the Netherlands.

The agenda for the Annual General Meeting is as follows:

  1. Opening.
  2. Report of our board of directors on the fiscal year ended December 29, 2019 (for discussion only).
  3. Appointment of one executive director and eight non-executive directors and notification to the shareholders of the contemplated appointment of Robert J. Palmisano as executive director and David D. Stevens, Gary D. Blackford, J. Patrick Mackin, John L. Miclot, Kevin C. O'Boyle, Amy S. Paul, Richard F. Wallman and Elizabeth H. Weatherman as non-executive directors to serve until the 2021 Annual General Meeting or until his or her earlier death, resignation or removal (Voting Proposal No. 1).
  4. Directors' remuneration for the fiscal year ended December 29, 2019 (for discussion only).
  5. Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 27, 2020 (Voting Proposal No. 2).
  6. Appointment of KPMG N.V. as the auditor for our Dutch statutory annual accounts for the fiscal year ending December 27, 2020 (Voting Proposal No. 3).
  7. Adoption of our Dutch statutory annual accounts for the fiscal year ended December 29, 2019 (Voting Proposal No. 4).
  8. Release of each member of our board of directors from liability with respect to the exercise of his or her duties during the fiscal year ended December 29, 2019 (Voting Proposal No. 5).
  9. Renewal of the authority of our board of directors to repurchase up to 10% of our issued share capital (including depositary receipts issued for our shares) until April 28, 2022 on the open market, through privately negotiated transactions or in one or more self-tender offers for a price per share (or depositary receipt) not less than the nominal value of a share and not higher than 110% of the market price of a share (or depositary receipt) at the time of the transaction (Voting Proposal No. 6).
  10. Renewal of the authority of our board of directors to issue ordinary shares or grant rights to subscribe for ordinary shares up to 20% of our issued and outstanding shares at the time of the issue until October 28, 2022 (Voting Proposal No. 7).
  11. Renewal of the authority of our board of directors to resolve to exclude or restrict our shareholders' pre- emptive rights under Dutch law with respect to the ordinary shares and rights to subscribe therefor that the board of directors may issue or grant pursuant to the authority in agenda item 10 above until October 28, 2022 (Voting Proposal No. 8).
  12. Approval, on an advisory basis, of our executive compensation (Voting Proposal No. 9).
  13. Closing.

Many of the agenda matters are presented to the general meeting of our shareholders as a result of our company being organized under the laws of the Netherlands. Several matters that are within the authority of the board of

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Wright Medical Group NV published this content on 18 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 September 2020 21:24:06 UTC


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Managers and Directors
NameTitle
Spencer S. Stiles President
Lance A. Berry EVP, Chief Financial & Operations Officer
Jonathan Wesley Porter Chief Compliance Officer & Senior Vice President
Robert P. Burrows Senior Vice President-Supply Chain
Kevin D. Cordell Chief Global Commercial Officer & Executive VP
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