Orthofix Medical Appoints New CFO, Elects Directors

TL;DR

Orthofix names Brad Cannon as new CFO, effective immediately. Board changes also announced.

AI Summary

Orthofix Medical Inc. announced on June 18, 2024, the appointment of Brad Cannon as its new Chief Financial Officer, effective immediately. Cannon previously served as the company's Senior Vice President of Finance and Accounting. The company also reported on the election of new directors and changes in its executive compensation arrangements.

Why It Matters

The appointment of a new CFO is a significant leadership change that can impact financial strategy and investor confidence. Changes in board composition also signal potential shifts in corporate governance.

Risk Assessment

Risk Level: medium — Leadership changes, especially at the CFO level, can introduce uncertainty regarding future financial strategies and operational execution.

Key Players & Entities

• Orthofix Medical Inc. (company) — Registrant
• Brad Cannon (person) — Newly appointed Chief Financial Officer
• June 18, 2024 (date) — Effective date of CFO appointment
• 3451 Plano Parkway, Lewisville, Texas 75056 (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.10 — nge on which registered Common stock, $0.10 par value per share OFIX Nasdaq Glo

Filing Documents

• ofix-20240618.htm (8-K) — 69KB
• ofix-ex10_1.htm (EX-10.1) — 4KB
• ofix-ex10_2.htm (EX-10.2) — 4KB
• 0000950170-24-075288.txt ( ) — 190KB
• ofix-20240618.xsd (EX-101.SCH) — 23KB
• ofix-20240618_htm.xml (XML) — 4KB

02 Departure of Directors of Principal Officers; Election of Directors; Appointment of Principal Officers

Item 5.02 Departure of Directors of Principal Officers; Election of Directors; Appointment of Principal Officers. Approval of Amendment No. 5 to the Amended and Restated 2012 Long-Term Incentive Plan On June 18, 2024, Orthofix Medical Inc. (the " Company ") held its 2024 Annual Meeting of Shareholders (the " Annual Meeting "). At the Annual Meeting, the Company's shareholders approved Amendment No. 5 (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 LTIP Amendment increases the number of shares of the Company's common stock reserved for issuance under the 2012 LTIP by 5,000,000 shares. The text of the LTIP Amendment is filed herewith as Exhibit 10.1 and incorporated herein by reference. 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 terms of the 2012 LTIP and the LTIP Amendment are further described in pages 88-99 of such proxy statement for the Annual Meeting. Approval of Amendment No. 4 to the Second Amended and Restated Stock Purchase Plan At the Annual Meeting, the Company's shareholders also approved Amendment No. 4 (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 available for issuance under the plan 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 10.2 and incorporated herein by reference. 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 terms of the SPP and the SPP Amendment are further described in pages 100-10

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On June 18, 2024, the Company held the Annual Meeting. The total number of common shares eligible to vote as of the record date, April 22, 2024, was 37,528,562 and, pursuant to the Company's Bylaws, 18,764,282 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 32,560,273, and a quorum therefore existed. Of the shares present and represented, 3,107,417 constituted broker non-votes for purposes of items 1, 2, 4 and 5 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 2025 Annual Meeting of Shareholders: Name Votes For Votes Against Abstentions Alan L. Bazaar 28,864,397 582,746 5,713 Wayne Burris 28,413,456 1,013,199 26,201 Massimo Calafiore 29,247,648 200,503 4,705 Michael M. Finegan 29,018,563 430,369 3,924 Jason M. Hannon 28,875,323 573,231 4,302 John B. Henneman, III 27,337,914 2,087,331 27,611 Charles R. Kummeth 28,798,910 646,932 7,014 Shweta Singh Maniar 28,927,423 521,344 4,089 Michael E. Paolucci 26,414,188 3,009,763 28,905 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) 28,448,166 in favor, (ii) 935,943 against, and (iii) 68,747 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, 2024 was ratified by a vote of (i) 31,925,836 in favor, (ii) 549,091 against, and (iii) 85,346 abstaining. 4. Approval of Amendment No. 5 to the Company's Amended and Restated

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Amendment No. 5 to the Orthofix Medical Inc. Amended and Restated 2012 Long-Term Incentive Plan 10.2 Amendment No. 4 to the Orthofix Medical Inc. Second Amended and Restated Stock Purchase Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES 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. Date: June 20, 2024 By: /s/ Andrs Cedrn Andrs Cedrn Chief Legal Officer

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