ofix-8k_20160614.htm

 

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): June 14, 2016

______________________

 

Orthofix International N.V.

 

(Exact name of Registrant as specified in its charter)

 

 

Curaçao

 

0-19961

 

N/A

 

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

 

7 Abraham de Veerstraat

Curaçao

 

 

N/A

 

(Address of principal executive offices)

 

(Zip Code)

 

 

______________________

 

Registrant’s telephone number, including area code: 011-59-99-465-8525

______________________

 

 

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 (see General Instruction A.2. below):

[ ] 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))

 

 


  

  

  


 

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

On June 14, 2016, Orthofix International N.V. (the “Company”) held its 2016 Annual General Meeting of Shareholders.  The total number of common shares eligible to vote as of the record date, April 25, 2016, was 18,230,038 and pursuant to the Company’s Articles of Association, 9,115,019 shares were required to be present or represented at the meeting to constitute a quorum.  The total number of common shares present or represented at the meeting was 16,446,076, and a quorum therefore existed.

 

At the Annual General Meeting:

 

 

1.

Election of Board of Directors.  The following persons were elected by a plurality of the votes cast at the meeting as directors of the Company for a one year term expiring at the Annual General Meeting in 2017:

 

Name

 

Votes For

 

Votes Withheld

 

Broker
Non-Votes

 

Luke Faulstick

 

14,805,509

 

719,319

 

921,248

 

James F. Hinrichs

 

14,784,267

 

740,561

 

921,248

 

Guy J. Jordan, PhD

 

14,833,296

 

691,532

 

921,248

 

Lilly Marks

 

14,893,959

 

630,869

 

921,248

 

Anthony F. Martin, PhD

 

14,851,798

 

673,030

 

921,248

 

Bradley R. Mason

 

14,893,807

 

631,021

 

921,248

 

Ronald A. Matricaria

 

14,805,409

 

719,419

 

921,248

 

Michael E. Paolucci

 

14,893,959

 

630,869

 

921,248

 

Maria Sainz

 

14,824,238

 

700,590

 

921,248

 

 

 

2.

Approval of Financial Statements for the Fiscal Year Ended December 31, 2015.  The Company’s consolidated balance sheet and consolidated statement of operations at and for the fiscal year ended December 31, 2015 were approved by a vote of (i) 15,899,542 in favor, (ii) 3,280 against, and (iii) 543,254 abstaining.

 

 

3.

Advisory and Non-Binding Resolution on Executive Compensation.  The advisory and non‑binding resolution on executive compensation was approved by a vote of (i) 14,794,640 in favor, (ii) 225,922 against, (iii) 504,264 abstaining, and (iv) 921,250 broker non-votes.

 

 

4.

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, 2016 was ratified by a vote of (i) 15,364,283 in favor, (ii) 579,416 against, and (iii) 502,377 abstaining.

 

 

 


  

  

  

 


 

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 International N.V.

 

 

By:

 

 

/s/ Doug Rice

 

 

 

Doug Rice

Chief Financial Officer

 

 

 

 

Date: June 14, 2016