Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 4, 2023, Orthofix Medical Inc. ("Orthofix") held a special meeting of
its stockholders (the "Orthofix Special Meeting"). At the close of business on
November 10, 2022, the record date for the Orthofix Special Meeting, there were
20,011,598 Orthofix common shares outstanding and entitled to vote at the
Orthofix Special Meeting. A total of 17,517,255 Orthofix common shares were
voted in person or by proxy at the Orthofix Special Meeting, representing 87.54%
of the Orthofix common shares outstanding and entitled to vote, which
constituted a quorum to conduct business at the Orthofix Special Meeting. At the
Orthofix Special Meeting, Orthofix's stockholders approved the proposal
described below and which is described in greater detail in Orthofix's
definitive joint proxy statement/prospectus filed with the Securities and
Exchange Commission on November 23, 2022. Stockholder action on a second
proposal, to approve the adjournment of the Orthofix Special Meeting to a later
date or time, if necessary or appropriate, to solicit additional proxies in the
event there were not sufficient votes at the time of the Orthofix Special
Meeting to approve Proposal 1, was not required and no vote was taken on that
proposal.
The final voting results with respect to the proposal considered and voted upon
at the Orthofix Special Meeting are set forth below.
Proposal 1: Orthofix Share Issuance. To approve the issuance of Orthofix common
stock, par value $0.10 per share, to SeaSpine stockholders in connection with
the merger, as contemplated by the Agreement and Plan of Merger, dated as of
October 10, 2022, by and among Orthofix Medical Inc., Orca Merger Sub Inc. and
SeaSpine Holdings Corporation.
For Against Abstain
17,121,777 264,278 131,200
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