Form 8-K - Current report

0001425450FALSE00014254502023-06-142023-06-14

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): May 24, 2024

OrthoPediatrics Corp.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

001-38242			26-1761833
(Commission File Number)			(I.R.S. Employer Identification Number)

2850 Frontier Drive Warsaw, Indiana			46582
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: [phone]

Not Applicable
(Former name or former address, if changed since last report)

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, $0.00025 par value per share

KIDS

Nasdaq Global Market

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

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 ☐

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

On May 24, 2024, OrthoPediatrics Corp. (the "Company") held its 2024 Annual Meeting of Stockholders and the Company's stockholders voted on the following matters:

Election of Directors

The nominees below were elected to serve as directors for a term that will last until the Company’s 2027 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified.  The number of votes cast for and withheld from each nominee and the number of broker non-votes with respect to each nominee were as follows:

Name						Votes For						Votes Withheld						Broker Non-Votes
David R. Bailey						18,199,037						1,790,600						727,703
Marie C. Infante						12,686,531						7,186,996						843,813
Jimmy D. McDonald						14,265,857						5,721,728						729,755

Approval, on an advisory basis, of the compensation of the Company's named executive officers

The Company's stockholders approved the compensation of the Company's named executive officers by voting as follows:

For						Against						Abstain						Broker Non-Votes
19,430,742						258,906						304,480						723,212

Approval of the OrthoPediatrics Corp. 2024 Incentive Award Plan

The Company's stockholders approved the OrthoPediatrics Corp. 2024 Incentive Award Plan by voting as follows:

For						Against						Abstain						Broker Non-Votes
18,409,907						1,279,054						305,167						723,212

Approval, on an advisory basis, of the appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for our Fiscal Year Ending December 31, 2024

 

The Company’s stockholders approved the appointment by the Audit Committee of the Company’s Board of Directors of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024 by voting as follows:

For						Against						Abstain
20,565,406						150,366						1,568

* * * * * *

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SIGNATURE

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.

			OrthoPediatrics Corp.
Date:   May 28, 2024			By:			/s/ Daniel J. Gerritzen
						Daniel J. Gerritzen, General Counsel and Secretary

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Cover	Jun. 14, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 24, 2024
Entity Registrant Name	OrthoPediatrics Corp.
Entity Central Index Key	0001425450
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38242
Entity Tax Identification Number	26-1761833
Entity Address, Address Line One	2850 Frontier Drive
Entity Address, City or Town	Warsaw
Entity Address, State or Province	IN
Entity Address, Postal Zip Code	46582
City Area Code	574
Local Phone Number	268-6379
Title of 12(b) Security	Common Stock, $0.00025 par value per share
Trading Symbol	KIDS
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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