UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) April 29, 2019

 

 

RTI SURGICAL HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-38832   83-2540607

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

520 Lake Cook Road, Suite 315, Deerfield, Illinois   60015
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (877) 343-6832

RTI Surgical, Inc., 11621 Research Circle, Alachua, Florida, 32615

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (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.  ☐

 

 

 


Item 5.07.

Submission of Matters to a Vote of Security Holders.

On April 29, 2019, RTI Surgical Holdings, Inc. (the “Company”) held its 2019 Annual Meeting. All matters submitted to a vote of the Company’s stockholders as described in the proxy statement furnished to stockholders in connection with the 2019 Annual Meeting, which was filed with the Securities and Exchange Commission on March 25, 2019, were approved.

The number of shares of common stock entitled to vote at the 2019 Annual Meeting was 85,559,845. The number of shares of common stock present or represented by valid proxy was 74,997,078. At the 2019 Annual Meeting, the Company’s stockholders voted on the following items:

1. Election of Directors — Stockholders voted to elect seven directors to serve on the Company’s board of directors (the “Board”) and hold office until the next Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified.

The number of votes cast for each of the seven nominees was as set forth below:

 

Director

   For      Withhold      Broker Non-Votes  

Camille I. Farhat

     63,167,972        343,723        11,485,383  

Jeffrey C. Lightcap

     62,158,274        1,353,421        11,485,383  

Thomas A. McEachin

     63,265,390        246,305        11,485,383  

Mark D. Stolper

     63,094,947        416,748        11,485,383  

Paul G. Thomas

     61,924,552        1,587,143        11,485,383  

Nicholas J. Valeriani

     63,264,390        247,305        11,485,383  

Shirley A. Weis

     61,975,498        1,536,197        11,485,383  

As a result, the following seven individuals were elected, each to serve on the Board and hold office until the next Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified: Camille I. Farhat, Jeffrey C. Lightcap, Thomas A. McEachin, Mark D. Stolper, Paul G. Thomas, Nicholas J. Valeriani and Shirley A. Weis.

2. Advisory Vote on Executive Compensation Program (the “Say on Pay Vote”) — Stockholders approved (on an advisory basis) the compensation of the Company’s named executive officers, as disclosed in the proxy statement (the “say on pay vote”). The vote totals for the say on pay vote were:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

61,446,808

   873,274    1,191,613    11,485,383

3. To ratify the appointment of Deloitte  & Touche LLP as our independent registered public accounting firm — Stockholders approved the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019, as disclosed in the proxy statement. The vote totals for the approval of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019 were:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

73,073,448

   772,328    1,151,302    0


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.

 

    RTI SURGICAL HOLDINGS, INC.
Date: April 30, 2019     By:  

/s/ Jonathon M. Singer

    Name:   Jonathon M. Singer
    Title:   Chief Financial and Administrative Officer
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