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 |
|
|
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