Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Effective June 17, 2020, the Board of Directors ("Board") of Alphatec Holdings,
Inc. (the "Company") increased the number of directors to serve on the Board to
twelve members and appointed David Pelizzon to serve as a director for a term
commencing on June 17, 2020, immediately following the 2020 Annual Meeting of
Stockholders of the Company, and expiring at the Annual Meeting of Stockholders
of the Company in 2021.
Mr. Pelizzon will receive annual equity compensation in accordance with the
Company's standard remuneration for its non-employee directors, as revised by
the Compensation Committee of the Board effective as of June 17, 2020, which
provides that non-employee directors shall receive an annual Restricted Stock
Unit ("RSU") award with a grant value of $100,000 for service on the Board (the
"Board Grant") and, as applicable, an annual RSU award(s) with a grant value of
(i) $25,000 to each non-employee director that serves as Chair or Lead Director
of the Board and (ii) $7,500 ($20,000 for Chair), $7,500 ($20,000 for Chair),
$5,000 ($13,750 for Chair) and $4,750 ($10,000 for Chair) to each non-employee
director that serves as a member of the Audit Committee, Finance Committee,
Compensation Committee, and/or Nominating and Corporate Governance Committee,
respectively (collectively, the "Committee Grant"). For continuing (incumbent)
non-employee directors, the Board Grant and, where applicable, any Committee
Grant shall be granted as of the date of the annual meeting of stockholders,
based upon the volume-weighted average price of the Company's stock for the
30-trading day period prior to the grant date. For newly elected or newly
appointed, non-employee directors and/or for newly appointed committee
Chairpersons and members, the Board Grant and, where applicable, any Committee
Grant shall be granted upon election or appointment to the Board or Board
committee, with a grant value, as determined by the 30-trading day period prior
to date of election or appointment, pro-rated by the number of days from the
date of the prior annual meeting of stockholders to the date of the grant,
divided by 365. In each case, the Board Grant and any Committee Grant shall vest
on the earlier of (a) the twelve (12)-month anniversary of the grant date and
(b) the death or resignation of the director. In the event of death or
resignation of the director, the Board Grant and any Committee Grant shall vest
pro-rated based on the number of actual days served by the director from the
time of the grant to such death or resignation, divided by 365.
In addition, it is anticipated that Mr. Pelizzon will enter into the Company's
standard form of indemnification agreement for non-employee directors, a copy of
which is attached as Exhibit 10.5 to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 2009, filed with the Securities and
Exchange Commission on May 5, 2009, and incorporated herein by reference.
There are no other arrangements or understandings between Mr. Pelizzon and any
other person pursuant to which he was selected to serve on the Board. There are
no family relationships between Mr. Pelizzon and any director or executive
officer of the Company, and he has no direct or indirect material interest in
any transaction required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
Item 5.07 Submission of Matters to a Vote of Security Holders
On June 17, 2020, the Company held its Annual Meeting of stockholders (the
"Annual Meeting"). The Company filed its definitive proxy statement on Schedule
14A with the U.S. Securities and Exchange Commission (the "SEC") on April 28,
2020. The proxy statement describes in detail each of the four proposed voting
matters (the "Proposals") submitted to the Company's stockholders at the Annual
Meeting. As of April 20, 2020, the record date of the Annual Meeting, there were
63,414,384 outstanding shares of the Company's common stock. At the Annual
Meeting, a quorum of 47,606,090 shares of the Company's common stock were
represented in person or by proxy. The final results for the votes cast with
respect to each Proposal are set forth below.
Proposal 1
The stockholders elected each of Evan Bakst, Mortimer Berkowitz III, Quentin
Blackford, Jason Hochberg, Karen K. McGinnis, Patrick S. Miles, David H. Mowry,
Jeffrey P. Rydin, James L.L. Tullis, Donald A. Williams and Ward W. Woods to
serve on the Company's Board for a term of one year until the 2021 Annual
Meeting of Stockholders and until their respective successors have been duly
elected and qualified, or until their earlier death or resignation, by the
following vote:
Nominee Votes For Votes Withheld Broker Non-Votes
Evan Bakst 27,083,922 870,298 19,651,870
Mortimer Berkowitz III 24,341,169 3,613,051 19,651,870
Quentin Blackford 25,202,796 2,751,424 19,651,870
Jason Hochberg 27,092,404 861,816 19,651,870
Karen K. McGinnis 27,687,089 267,131 19,651,870
Patrick S. Miles 27,352,110 602,110 19,651,870
David H. Mowry 27,771,913 182,307 19,651,870
Jeffrey P. Rydin 26,941,770 1,012,450 19,651,870
James L.L. Tullis 23,453,136 4,501,084 19,651,870
Donald A. Williams 27,711,860 242,360 19,651,870
Ward W. Woods 27,576,112 378,108 19,651,870
Proposal 2
The stockholders ratified the selection of Mayer Hoffman McCann P.C. as the
Company's independent registered public accounting firm for its fiscal year
ending December 31, 2020 by the following vote:
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Votes For Votes Against Abstentions Broker Non-Votes
47,444,813 121,443 39,834 0
Proposal 3
The stockholders approved the amendment of the Company's 2016 Equity Incentive
Plan by the following vote:
Votes For Votes Against Abstentions Broker Non-Votes
16,132,292 10,499,222 1,322,706 19,651,870
Proposal 4
The stockholders approved, on a non-binding advisory basis, the compensation of
the Company's named executed officers by the following vote:
Votes For Votes Against Abstentions Broker Non-Votes
23,276,343 3,201,617 1,476,260 19,651,870
No other items were presented for stockholder approval at the Annual Meeting.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
10.1 Fourth Amendment to the Alphatec Holdings, Inc. 2016 Equity
Incentive Plan.
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