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): April 24, 2015

 

 

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 5.02.

Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On April 24, 2015, Davey S. Scoon notified Orthofix International N.V. (the “Company”) that he will not be standing for re-election to the Board of Directors of the Company (the “Board”) at the Company’s 2015 annual general meeting of shareholders (the “2015 AGM”), which is scheduled to occur on June 18, 2015. The Board has accepted Mr. Scoon’s decision effective as of the 2015 AGM, and expresses its gratitude to him for his years of service to the Company as a director. Mr. Scoon’s decision to not stand for re-election to the Board is not related to any disagreement with the Company or the Board regarding any matter related to the Company’s operations, policies or practices.  In connection with his decision, on April 27, 2015, the Board resolved to decrease the size of the Board from eight to seven directors effective as of the 2015 AGM.

 

 

 


 


 

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/ Jeffrey M. Schumm

 

 

 

Jeffrey M. Schumm

Chief Administrative Officer, General Counsel

and Corporate Secretary

 

 

 

Date: April 30, 2015