Orthofix Medical Inc

This management proposal asks shareholders to cast an advisory (non-binding) vote to approve the compensation arrangements for the Company’s Named Executive Officers as disclosed in the proxy statement. Management seeks this approval as a matter of good governance and shareholder engagement: the Compensation and Talent Development Committee uses the say-on-pay result as feedback to inform its future compensation design. The proxy discloses that the Company’s compensation program emphasizes pay-for-performance, with a significant portion of executive pay delivered as performance-based and variable compensation (PSUs, RSUs, options and an annual cash incentive tied to net sales, adjusted EBITDA and adjusted free cash flow). The Committee highlights governance features—stock ownership guidelines, clawback policy, independent compensation consultant and double-trigger change-in-control provisions—to argue alignment with shareholder interests. Management notes that recent say-on-pay outcomes demonstrated strong shareholder support (98% in 2025), which it interprets as validation of its approach and as a reason to continue the current framework. Because the vote is advisory, the board retains discretion over compensation decisions but commits to consider the outcome when structuring future awards and targets. From an investor perspective, the proposal raises standard governance considerations: whether the disclosed metrics and pay mix appropriately incentivize long-term value creation, whether incentive targets are sufficiently challenging, and whether clawbacks and ownership guidelines are robust. Institutional investors will weigh disclosure quality, recent pay outcomes (including adjusted EBITDA and cash flow performance shortfalls in 2025), and the history of shareholder support in deciding how to vote. The board’s recommendation for a FOR vote is grounded in its view that the program aligns pay with performance and has strong prior shareholder endorsement, but the advisory nature of the vote means continued shareholder engagement and transparent responses to dissent would be important if support were to decline.

This management proposal asks shareholders to approve Amendment No. 5 to the Company’s Second Amended and Restated Stock Purchase Plan, which would increase the plan’s share reserve from 4,850,000 to 6,100,000 shares. Management seeks the increase to ensure continued availability of shares for the employee and director purchase program; the filing notes that as of March 31, 2026, 3,839,065 shares had been issued under the SPP and only 1,010,935 remained, so the pool could be depleted over time. The amendment contains no other substantive changes to plan mechanics, eligibility, or pricing; it is limited to the numerical increase in authorized shares. For governance and compensation analysis, the amendment is routine in that it supports employee equity participation and retention, but it also dilutes existing shareholders incrementally, so investors will weigh the incremental dilution against the program’s benefits in recruitment, retention and alignment. Management stresses flexible administration—shares may be newly issued, treasury shares, or purchased in the market—and that the Board and Compensation Committee retain discretion over plan operations and withholding procedures. From a shareholder perspective, material considerations include the pace of share issuance under the SPP, the effective dilution relative to outstanding shares (the increase represents 1,250,000 additional shares), and whether the plan has historically driven demonstrable retention/engagement benefits. The Board recommends FOR the amendment and justifies it by operational necessity: without shareholder approval the Company may lack sufficient shares to continue offering the SPP. Institutional investors typically expect clear disclosure of the remaining run-rate and how the addition integrates with other equity plan headroom; the proxy provides that context (shares issued and remaining as of March 31, 2026). Overall, the proposal is a straightforward request to replenish plan headroom to support ongoing employee equity participation and should be evaluated in the context of total dilution from all equity plans and the Company’s broader compensation strategy.