Orthofix Medical Inc. Files Definitive Proxy Statement

TL;DR

Orthofix (OFIX) filed its proxy statement, shareholders vote soon.

AI Summary

Orthofix Medical Inc. filed a Definitive Proxy Statement (DEFA14A) on June 6, 2024. This filing is related to the company's proxy materials and is not a preliminary statement. The company is headquartered in Lewisville, Texas, and operates in the surgical and medical instruments sector.

Why It Matters

This filing provides shareholders with important information regarding the company's upcoming meeting and voting matters, allowing them to exercise their rights as owners.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (DEFA14A) and does not contain new financial information or strategic changes that would inherently increase risk.

Key Players & Entities

• Orthofix Medical Inc. (company) — Registrant
• 3451 PLANO PARKWAY (location) — Business and Mail Address
• LEWISVILLE (location) — City
• TX (location) — State
• 75056 (location) — ZIP Code
• 214-937-2000 (phone_number) — Business Phone

FAQ

Key Financial Figures

• $13.50 — elieves that at the current approximate $13.50 common stock share price, the additiona
• $20 — ct to shareholders. As an example, at a $20 common stock share price, approximately
• $25 — ng stock options have a strike price of $25 or higher, which limits their retention
• $1,000,000 — lan and cash fees paid, will not exceed $1,000,000 in total value, calculating the value o

Filing Documents

• ofix_2024_def_a_14a_06.0.htm (DEFA14A) — 55KB
• img114307719_0.jpg (GRAPHIC) — 3KB
• 0000950170-24-069487.txt ( ) — 61KB

From the Filing

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant  Filed by a Party other than the Registrant  Check the appropriate box:  Preliminary Proxy Statement  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  Definitive Proxy Statement  Definitive Additional Materials  Soliciting Material under 240.14a-12 ORTHOFIX MEDICAL INC. (Name of Registrant as Specified In Its Charter) N/A (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply):  No fee required. Fee paid previously with preliminary materials  Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 3451 Plano Parkway Lewisville, Texas 75056 Supplement to Proxy Statement Dated April 29, 2024 For the 2024 Annual Meeting of Shareholders To Be Held June 18, 2024 THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT. EXCEPT AS SPECIFICALLY SUPPLEMENTED BY THE INFORMATION CONTAINED HEREIN, THIS SUPPLEMENT DOES NOT MODIFY ANY OTHER INFORMATION SET FORTH IN THE PROXY STATEMENT OR THE PROXY CARD AND THEY CONTINUE TO BE IN FULL FORCE AND EFFECT AS ORIGINALLY FILED. Please note that any proxy card that you received has not changed and may still be used to vote your shares in connection with the Annual Meeting. If you have already submitted your vote, you do not need to take any further action. Information on how to vote your shares and how to change your vote or revoke your proxy is contained in the Proxy Statement. The Company urges shareholders to vote their shares prior to the Annual Meeting by using one of the methods described in the Proxy Statement. June 5, 2024 Dear Shareholders: We are writing to ask for your support for Proposal 4, to be voted at the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of Orthofix Medical Inc. (the “Company”) and to consider our reasons for making your decision. Proposal 4 is a proposal to amend the Company’s Amended and Restated 2012 Long-Term Incentive Plan (the “2012 LTIP”) to increase the number of shares available under the 2012 LTIP by 5,000,000 shares. The additional shares requested are critical to our ability to continue to grant equity awards to eligible participants, to attract, retain and motivate our most important asset, our valuable employees, and to remain competitive. In the judgment of our board of directors (the “Board”), awards granted under the 2012 LTIP will be a valuable incentive and will serve to the ultimate benefit of our shareholders by aligning more closely the interests of award recipients with those of our shareholders. If our shareholders do not approve Proposal 4, we believe that we will be at a disadvantage compared to our competitors for recruiting, retaining and motivating highly skilled employees, including members of our management team, as our competitors are implementing aggressive strategies to solicit and recruit top talents in the medical device industry. Further, if Proposal 4 is not approved, we will be forced to increase cash compensation, thereby replacing the current equity award mix with cash-based incentives, which contradicts our compensation philosophy, which seeks to maintain the alignment of employee and shareholder interests, and would reduce resources available to meet our business needs. The Board believes that at the current approximate $13.50 common stock share price, the additional shares requested would provide for two years of employee equity grants. If the share price increases, fewer shares would be required to be issued for equity awards to meet our targeted equity compensation levels, reducing the dilutive impact to shareholders. As an example, at a $20 common stock share price, approximately 35% fewer shares would need to be granted to meet such targeted equity compensation levels. As a reference, approximately 40% of currently outstanding stock options have a strike price of $25 or higher, which limits their retention value to employees and also limits dilution to shareholders if the stock price does not rise above that price. The Success of our Business The purpose of the 2012 LTIP is to provide eligible employees and non-employee directors an incentive to contribute to the success of the Company and to operate and manage our business in a manner that will provide for our long-term growth and profitability, and provide a means of attracting, motivating, rewarding and retaining key employees and non-employee directors. The 2012 LTIP allows us to utilize a broad array of equity incentives with flexibility i

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View this DEFA14A filing on SEC EDGAR