Shareholders of OrthoPediatrics (NASDAQ: KIDS) approve plan share increase

Rhea-AI Filing Summary

OrthoPediatrics Corp. reported the results of its 2026 Annual Meeting of Stockholders held on June 4, 2026. Stockholders elected four directors – George S. M. Dyer, Kelly Fischer, David R. Pelizzon, and Harald Ruf – for terms running until the 2029 annual meeting.

Stockholders approved, on an advisory basis, the compensation of the company’s named executive officers with 15,953,457 votes for, 2,859,793 against, and 39,764 abstentions, plus 1,827,535 broker non-votes. They also approved an amendment to the 2024 Incentive Award Plan to add 2,050,000 shares, bringing the total shares authorized under the plan to 3,679,000.

In addition, stockholders approved the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 20,479,183 votes for, 154,131 against, and 47,235 abstentions.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Say-on-pay votes for: 15,953,457 votes Say-on-pay votes against: 2,859,793 votes Additional plan shares: 2,050,000 shares +4 more

7 metrics

Say-on-pay votes for 15,953,457 votes Advisory approval of executive compensation

Say-on-pay votes against 2,859,793 votes Advisory approval of executive compensation

Additional plan shares 2,050,000 shares Increase to 2024 Incentive Award Plan

Total plan shares after amendment 3,679,000 shares Authorized under 2024 Incentive Award Plan

Votes for plan amendment 18,545,409 votes Approval of 2024 Incentive Award Plan amendment

Auditor ratification votes for 20,479,183 votes Approval of Deloitte & Touche LLP for FY ending Dec. 31, 2026

Broker non-votes on proposals 1,827,535 votes Non-votes on director, say-on-pay, and plan proposals

Key Terms

broker non-votes, Incentive Award Plan, emerging growth company, independent registered public accounting firm

4 terms

broker non-votes financial

"and the number of broker non-votes with respect to each nominee were as follows"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Incentive Award Plan financial

"an amendment to the 2024 Incentive Award Plan ("Plan") to increase the number of shares"

An incentive award plan is a formal program that rewards employees, executives, or directors with cash, stock, options, or other pay when the company meets set goals or performance targets. Like a sales commission or a loyalty program that pays out when you hit milestones, it’s designed to align staff behavior with company objectives; investors care because it affects a company’s costs, share count (dilution), leadership incentives, and long-term value creation.

emerging growth company regulatory

"405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

independent registered public accounting firm regulatory

"Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

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Understanding 8-K Material Events →

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): June 4, 2026

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: (574) 268-6379

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 ☐

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

On June 4, 2026, OrthoPediatrics Corp. (the "Company") held its 2026 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 2029 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
George S. M. Dyer						10,843,747						8,009,267						1,827,535
Kelly Fischer						18,535,024						317,990						1,827,535
David R. Pelizzon						18,056,773						796,241						1,827,535
Harald Ruf						18,077,260						775,754						1,827,535

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
15,953,457						2,859,793						39,764						1,827,535

Approval, of an amendment to the 2024 Incentive Award Plan ("Plan") to increase the number of shares authorized under the Plan by 2,050,000 shares, which would increase the total number of shares to 3,679,000

The Company's stockholders approved the amendment to the 2024 Incentive Award Plan by voting as follows:

For						Against						Abstain						Broker Non-Votes
18,545,409						272,115						35,490						1,827,535

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, 2026

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, 2026 by voting as follows:

For						Against						Abstain
20,479,183						154,131						47,235

* * * * * *

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:   June 4, 2026			By:			/s/ Daniel J. Gerritzen
						Daniel J. Gerritzen, General Counsel and Secretary

- 2 -

FAQ

What did OrthoPediatrics (KIDS) shareholders vote on at the 2026 annual meeting?

Shareholders voted on director elections, executive compensation, an amendment to the 2024 Incentive Award Plan, and the appointment of Deloitte & Touche LLP as independent auditor for the year ending December 31, 2026.

Were OrthoPediatrics (KIDS) directors re-elected at the 2026 annual meeting?

Yes. George S. M. Dyer, Kelly Fischer, David R. Pelizzon, and Harald Ruf were elected to serve as directors until the 2029 annual meeting, subject to each director’s successor being duly elected and qualified.

How did OrthoPediatrics (KIDS) shareholders vote on executive compensation?

Shareholders approved, on an advisory basis, the compensation of named executive officers, with 15,953,457 votes for, 2,859,793 against, 39,764 abstentions, and 1,827,535 broker non-votes recorded on the proposal.

What change was approved to OrthoPediatrics’ 2024 Incentive Award Plan?

Shareholders approved an amendment increasing the shares authorized under the 2024 Incentive Award Plan by 2,050,000 shares, bringing the total number of shares available under the plan to 3,679,000, with strong support on the proposal.

Who is OrthoPediatrics’ auditor for the year ending December 31, 2026?

Shareholders approved Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 20,479,183 votes for, 154,131 against, and 47,235 abstentions.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB