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OFIX · Current Report (Form 8-K) · Filed June 20, 2025

Orthofix Medical Inc — Current Report (Form 8-K)

Form
8-K
Filed
June 20, 2025
Period
Jun 18, 2025
Ticker
OFIX
Accession
0000950170-25-088194
Orthofix Medical Inc on Boardroom AlphaView on SEC EDGAR
Boardroom Alpha · Filing insights

Orthofix elected 10 directors for 1-year terms, approved executive compensation, ratified EY, and added Vickie Capps to two Board committees.

About Orthofix Medical Inc
Market cap
$393M
1Y TSR
+2.4%
3Y TSR
−16.1%
Board grade
C
Sector
Healthcare
CEO
Massimo Calafiore
Last annual meeting: Jun 10, 2026 · View full Orthofix Medical Inc profile →
8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 18, 2025

 

 

ORTHOFIX MEDICAL INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

000-19961

98-1340767

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

3451 Plano Parkway

 

Lewisville, Texas

 

75056

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (214) 937-2000

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common stock, $0.10 par value per share

 

OFIX

 

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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

On June 18, 2025, Orthofix Medical Inc. (the “Company”) held its 2025 annual meeting of shareholders (the “Annual Meeting”). The total number of common shares eligible to vote as of the record date, April 21, 2025, was 39,180,306 and, pursuant to the Company’s Bylaws, 19,590,154 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 35,364,307, and a quorum therefore existed. Of the shares present and represented, 4,740,962 constituted broker non-votes for purposes of items 1 and 2 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 2026 Annual Meeting of Shareholders:

 

Name

Votes For

Votes Against

Abstentions

Alan L. Bazaar

29,950,058

643,522

29,765

Wayne Burris

30,287,478

283,788

52,079

Massimo Calafiore

30,399,395

203,875

20,075

Vickie L. Capps

29,663,378

911,860

48,107

Michael M. Finegan

29,838,660

757,727

26,958

Jason M. Hannon

30,374,525

220,834

27,986

John B. Henneman, III

29,301,624

1,278,787

42,934

Charles R. Kummeth

29,775,891

817,708

29,746

Shweta Singh Maniar

30,324,076

277,982

21,287

Michael E. Paolucci

30,132,193

461,215

29,937

 

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) 30,003,045 in favor, (ii) 610,731 against, and (iii) 9,569 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, 2025 was ratified by a vote of (i) 35,017,551 in favor, (ii) 329,289 against, and (iii) 17,467 abstaining.

 

Item 8.01 Other Events.

 

Appointment of Committee Member

At its meeting on June 18, 2025, the Company’s Board of Directors (the “Board”) unanimously appointed Vickie L. Capps as a member of the Audit and Finance Committee of the Board and as a member of the Compensation and Talent Development Committee of the Board. Each of these appointments were effective immediately.

 

 

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Orthofix Medical Inc.

 

 

By:

 

 

/s/ J. Andrés Cedrón

 

 

 

J. Andrés Cedrón
Chief Legal Officer

 

 

 

Date June 20, 2025

 

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Reference

Frequently asked questions

When did Orthofix Medical Inc file this 8-K?
Orthofix Medical Inc (OFIX) filed this Current Report (Form 8-K) with the SEC on June 20, 2025. The accession number assigned by EDGAR is 0000950170-25-088194.
What does an 8-K disclose?
Form 8-K is the SEC's current-report form, used to disclose material events between periodic reports (10-K / 10-Q). Triggers include CEO/CFO departures, acquisitions, bankruptcies, earnings releases, auditor changes, changes in fiscal year, and amendments to corporate governance. Each 8-K is keyed to one or more Item numbers (1.01 through 9.01).
What is the key takeaway from this filing?
Orthofix elected 10 directors for 1-year terms, approved executive compensation, ratified EY, and added Vickie Capps to two Board committees. This is Boardroom Alpha's one-line summary of the current report; see the full filing text above for the formal disclosure.
What Item codes does an 8-K cover?
An 8-K's Item codes (1.01 through 9.01) specify what kind of event is being disclosed — e.g. Item 1.01 for entering a material agreement, Item 5.02 for departure/election of directors and executive officers, Item 8.01 for other events. The Item codes for this 8-K appear in the filing text above.
Where can I find Orthofix Medical Inc's prior current reports on EDGAR?
The SEC EDGAR browser lists every 8-K Orthofix Medical Inc has filed under CIK 884624, sortable by date. Use the "View on SEC EDGAR" link in the page header, or browse directly via https://www.sec.gov/cgi-bin/browse-edgar.
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