Orthofix Medical Inc.

06/11/2026 | Press release | Distributed by Public on 06/11/2026 05:02

Proxy Results, Management Change/Compensation (Form 8-K)

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

Approval of Amendment No. 5 to the Second Amended and Restated Stock Purchase Plan

On June 10, 2026, Orthofix Medical Inc. (the "Company") held its 2026 Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders approved Amendment No. 5 (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 increases the number of shares of the Company's common stock available for issuance under the SPP by 1,250,000 shares. The SPP Amendment does not provide for any other changes to the SPP. The text of the SPP Amendment is filed herewith as Exhibit 10.1 and incorporated herein by reference. The text of the SPP and the SPP Amendment are also set forth as Appendix A to the Company's proxy statement for the Annual Meeting, and the terms of the SPP and the SPP Amendment are further described in pages 73-75 of such proxy statement for the Annual Meeting.

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

On June 10, 2026, the Company held the Annual Meeting. The total number of common shares eligible to vote as of the record date, April 13, 2026, was 40,385,869 and, pursuant to the Company's Bylaws, 20,192,935 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 34,776,676, and a quorum therefore existed. Of the shares present and represented, 4,704,457 constituted broker non-votes for purposes of items 1, 2 and 4 below.

At the Annual Meeting:

1.

Election of Board of Directors. The following persons were elected as directors of the Company for a one-year term expiring at the 2027 Annual Meeting of Shareholders:

Name

Votes For

Votes Against

Abstentions

Alan L. Bazaar

29,026,559

1,014,417

31,243

Wayne Burris

24,898,636

5,162,812

10,771

Massimo Calafiore

29,344,227

725,358

2,634

Vickie L. Capps

29,373,109

667,919

31,191

Michael M. Finegan

29,238,156

827,899

6,164

Jason M. Hannon

29,389,134

676,817

6,268

John B. Henneman, III

28,798,930

1,262,304

10,985

Charles R. Kummeth

28,990,854

1,070,316

11,049

Shweta S. Maniar

29,631,030

434,784

6,405

Michael E. Paolucci

24,698,858

5,367,249

6,112

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) 24,480,474 in favor, (ii) 5,577,200 against, and (iii) 14,545 abstaining.

3.

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, 2026 was ratified by a vote of (i) 33,262,505 in favor, (ii) 1,384,292 against, and (iii) 129,879 abstaining.

4.

Approval of Amendment No. 5 to the Second Amended and Restated Stock Purchase Plan. Shareholders approved Amendment No. 5 to the Company's Second Amended and Restated Stock Purchase Plan by a vote of (i) 29,235,005 in favor, (ii) 831,625 against, and (iii) 5,589 abstaining.

Orthofix Medical Inc. published this content on June 11, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on June 11, 2026 at 11:02 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]