Orthofix (NASDAQ: OFIX) adds 1.25M shares to employee stock plan

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Orthofix Medical Inc. reported results of its 2026 Annual Meeting of Shareholders and approval of an amendment to its employee stock purchase plan. Shareholders approved Amendment No. 5 to the Second Amended and Restated Stock Purchase Plan, increasing the number of common shares available for issuance under the plan by 1,250,000 shares, with no other changes to the plan’s terms.

The company also confirmed that a quorum was present, with 34,776,676 common shares represented out of 40,385,869 shares eligible to vote as of the April 13, 2026 record date. Shareholders voted on the election of directors, with each listed nominee receiving substantially more votes “for” than “against,” and certain votes counted as broker non-votes for specified items.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Stock plan share increase: 1,250,000 shares Shares eligible to vote: 40,385,869 shares Quorum requirement: 20,192,935 shares +3 more

6 metrics

Stock plan share increase 1,250,000 shares Additional common shares available under Stock Purchase Plan via Amendment No. 5

Shares eligible to vote 40,385,869 shares Common shares eligible as of record date April 13, 2026

Quorum requirement 20,192,935 shares Minimum common shares required to constitute a quorum at the meeting

Shares represented at meeting 34,776,676 shares Common shares present or represented at the 2026 Annual Meeting

Broker non-votes 4,704,457 shares Broker non-votes for purposes of items 1, 2 and 4

Votes for Alan L. Bazaar 29,026,559 votes Votes for director nominee Alan L. Bazaar

Key Terms

Stock Purchase Plan, Annual Meeting of Shareholders, broker non-votes, quorum, +1 more

5 terms

Stock Purchase Plan financial

"the Company’s Second Amended and Restated Stock Purchase Plan (as previously amended, the "SPP")"

A stock purchase plan is a company-run program that lets employees or qualifying investors buy the company’s shares regularly, often through paycheck deductions and sometimes at a discounted price or with matching contributions. It matters because it encourages ownership—like a workplace discount for buying company products—aligning interests between holders and managers, while affecting share supply and potential value for outside investors.

Annual Meeting of Shareholders financial

"held its 2026 Annual Meeting of Shareholders (the "Annual Meeting")"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

broker non-votes financial

"Of the shares present and represented, 4,704,457 constituted broker non-votes"

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.

quorum financial

"20,192,935 shares were required to be present or represented at the Annual Meeting to constitute a quorum"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Exhibit 10.1 regulatory

"Amendment No. 5 to the Orthofix Medical Inc. Second Amended and Restated Stock Purchase Plan"

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Understanding 8-K Material Events →

06/11/2026 - 07:01 AM

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 11, 2026

    

ORTHOFIX MEDICAL INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	000-19961	98-1340767
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3451 Plano Parkway
Lewisville, Texas		75056
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (214) 937-2000

    

(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))

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, $0.10 par value per share	OFIX	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.

Approval of Amendment No. 5 to the Second Amended and Restated Stock Purchase Plan

On June 10, 2026, Orthofix Medical Inc. (the "Company") held its 2026 Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting, the Company’s shareholders approved Amendment No. 5 (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 of the Company's common stock available for issuance under the SPP 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 10.1 and incorporated herein by reference. The text of the SPP and the SPP Amendment are also set forth as Appendix A 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 73-75 of such proxy statement for the Annual Meeting.

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

On June 10, 2026, the Company held the Annual Meeting. The total number of common shares eligible to vote as of the record date, April 13, 2026, was 40,385,869 and, pursuant to the Company’s Bylaws, 20,192,935 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 34,776,676, and a quorum therefore existed. Of the shares present and represented, 4,704,457 constituted broker non-votes for purposes of items 1, 2 and 4 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 2027 Annual Meeting of Shareholders:


Name	Votes For	Votes Against	Abstentions
Alan L. Bazaar	29,026,559	1,014,417	31,243
Wayne Burris	24,898,636	5,162,812	10,771
Massimo Calafiore	29,344,227	725,358	2,634
Vickie L. Capps	29,373,109	667,919	31,191
Michael M. Finegan	29,238,156	827,899	6,164
Jason M. Hannon	29,389,134	676,817	6,268
John B. Henneman, III	28,798,930	1,262,304	10,985
Charles R. Kummeth	28,990,854	1,070,316	11,049
Shweta S. Maniar	29,631,030	434,784	6,405
Michael E. Paolucci	24,698,858	5,367,249	6,112

      
     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) 24,480,474 in favor, (ii) 5,577,200 against, and (iii) 14,545 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, 2026 was ratified by a vote of (i) 33,262,505 in favor, (ii) 1,384,292 against, and (iii) 129,879 abstaining.

      
     4.

     Approval of Amendment No. 5 to the Second Amended and Restated Stock Purchase Plan. Shareholders approved Amendment No. 5 to the Company’s Second Amended and Restated Stock Purchase Plan by a vote of (i) 29,235,005 in favor, (ii) 831,625 against, and (iii) 5,589 abstaining.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.	Description
10.1	Amendment No. 5 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

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 11, 2026	By:	/s/ J. Andrés Cedrón
			J. Andrés Cedrón Chief Legal Officer

Source: View Original Filing on SEC EDGAR

FAQ

What stock plan change did Orthofix (OFIX) shareholders approve at the 2026 annual meeting?

Orthofix shareholders approved Amendment No. 5 to its Second Amended and Restated Stock Purchase Plan. The amendment increases the number of common shares available for issuance under the plan by 1,250,000, without changing any other terms or conditions of the existing stock purchase plan.

How many additional shares can Orthofix (OFIX) issue under its stock purchase plan after Amendment No. 5?

Amendment No. 5 increases the Orthofix stock purchase plan share pool by 1,250,000 common shares. These shares are reserved for issuance to participants, including named executive officers, under the existing plan structure, which otherwise remains unchanged by this amendment.

Did Orthofix (OFIX) have a quorum at its 2026 Annual Meeting of Shareholders?

Yes, Orthofix achieved a quorum at its 2026 Annual Meeting. Of 40,385,869 common shares eligible to vote as of April 13, 2026, a total of 34,776,676 shares were present or represented, exceeding the 20,192,935 shares required under the company’s Bylaws.

How did Orthofix (OFIX) shareholders vote on director nominees at the 2026 annual meeting?

Orthofix shareholders gave strong majority support to each listed director nominee. For example, Alan L. Bazaar received 29,026,559 votes for and 1,014,417 against, while other nominees such as Vickie L. Capps and Jason M. Hannon also received substantially more votes for than against.

What are broker non-votes mentioned in Orthofix (OFIX) 2026 annual meeting results?

Broker non-votes are shares held by brokers that were present for quorum but not voted on certain items. At Orthofix’s 2026 annual meeting, 4,704,457 shares were treated as broker non-votes for specified agenda items, affecting only the voting tallies for those proposals.

Where can investors find the full text of Orthofix (OFIX) stock purchase plan amendment?

The full text of Amendment No. 5 to the Orthofix Second Amended and Restated Stock Purchase Plan is filed as Exhibit 10.1. It is also included as Appendix A to the company’s proxy statement, with further description on pages 73 through 75 of that document.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

EX-10.1 EX-10.1 4.1 KB