--- schema_version: "secwatch.filing_event.v1" accession: "0000950170-23-028907" form_type: "8-K" ticker: "OFIX" cik: "0000884624" company_name: "Orthofix Medical Inc." filed_at: "2023-06-20T23:59:59+00:00" generated_at: "2026-06-13T22:07:53.755720+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.5 calibrated_materiality_score: 0.5 confidence: "high" source: SEC EDGAR --- # Orthofix shareholders approve doubling authorized shares and board changes: Serbousek out, Burris returns ## Summary - Stockholders approved increase in authorized common shares from 50M to 100M; officer exculpation and forum selection added. - LTIP shares increased by 2.9M and SPP by 750K, both approved by stockholders. - Bylaws amended for universal proxy rules, enhanced disclosure, and removal of prior forum selection. - Jon Serbousek did not stand for re-election; Catherine Burzik reappointed Chair; Wayne Burris rejoined board, assigned to Audit and Compliance committees. ## SEC filing metadata - accession: 0000950170-23-028907 - form_type: 8-K - ticker: OFIX - cik: 0000884624 - company_name: Orthofix Medical Inc. - filed_at: 2023-06-20T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.5 - calibrated_materiality_score: 0.5 - confidence: high - sec_items: 5.02, 5.07, 5.03, 7.01, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/884624/000095017023028907/0000950170-23-028907-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/884624/000095017023028907/ofix-20230619.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950170-23-028907 - JSON: https://secwatch.observer/filing/0000950170-23-028907.json - Plain text: https://secwatch.observer/filing/0000950170-23-028907.txt ## Key facts - Governance Changes Orthofix Medical Inc.: Board approved amendments to the amended and restated bylaws, removing forum selection provisions, addressing universal proxy rules, enhancing procedural mechanics, and making other updates (effective 2023-06-19). - Change: bylaw amendment - Effective: 2023-06-19 source text: On June 19, 2023, the Company’s board of directors approved amendments to the Company’s amended and restated bylaws, effective as of that date. evidence_url: https://www.sec.gov/Archives/edgar/data/884624/000095017023028907/0000950170-23-028907-index.htm - Shareholder Votes Orthofix Medical Inc. shareholders approved Advisory vote on executive compensation at the 2023-06-19 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-06-19 source text: Proposal 2. The Company’s stockholders approved, on an advisory and non-binding basis, the compensation of the Company’s named executive officers, as described in the “Compensation Discussion and Analysis” and the related compensation tables in the Proxy Statement, by the votes set forth below. Votes For Vote Against Abstentions Broker Non-Votes 27,052,804 1,282,468 12,108 2,986,419 evidence_url: https://www.sec.gov/Archives/edgar/data/884624/000095017023028907/0000950170-23-028907-index.htm - Shareholder Votes Orthofix Medical Inc. shareholders approved Amended and restated certificate of incorporation to increase authorized shares of common stock from 50,000,000 to 100,000,000 at the 2023-06-19 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-06-19 source text: Proposal 4. The Company’s stockholders approved an amended and restated certificate of incorporation for the Company, including a proposal to increase the number of authorized shares of common stock from 50,000,000 to 100,000,000, by the votes set forth below. Votes For Vote Against Abstentions Broker Non-Votes 29,346,646 1,983,963 3,190 0 evidence_url: https://www.sec.gov/Archives/edgar/data/884624/000095017023028907/0000950170-23-028907-index.htm - Shareholder Votes Orthofix Medical Inc. shareholders approved Election of Directors at the 2023-06-19 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-19 source text: Proposal 1. Each of the nominees for the Company’s board of directors was elected by the votes set forth below. Nominee Votes For Votes Against Abstentions Broker Non-Votes Wayne Burris 28,147,480 192,673 7,227 2,986,419 Catherine M. Burzik 27,030,258 1,309,509 7,613 2,986,419 Stuart M. Essig, Ph.D. 28,219,148 120,234 7,998 2,986,419 Jason M. Hannon 28,080,517 259,120 7,743 2,986,419 John B. Henneman, III 26,402,030 1,914,424 30,926 2,986,419 James F. Hinrichs 26,890,141 1,449,867 7,372 2,986,419 Shweta Singh Maniar 28,056,457 260,233 30,690 2,986,419 Michael E. Paolucci 24,817,121 3,523,074 7,185 2,986,419 Keith C. Valentine 28,246,466 72,789 28,125 2,986,419 evidence_url: https://www.sec.gov/Archives/edgar/data/884624/000095017023028907/0000950170-23-028907-index.htm - Shareholder Votes Orthofix Medical Inc. shareholders approved Amended and restated certificate of incorporation to provide for exculpation of officers as permitted by Delaware law at the 2023-06-19 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-06-19 source text: Proposal 5. The Company’s stockholders approved an amended and restated certificate of incorporation for the Company, including a proposal to provide for exculpation of officers as permitted by recent amendments to Delaware law, by the votes set forth below. Votes For Vote Against Abstentions Broker Non-Votes 25,292,082 3,010,444 44,854 2,986,419 evidence_url: https://www.sec.gov/Archives/edgar/data/884624/000095017023028907/0000950170-23-028907-index.htm - Shareholder Votes Orthofix Medical Inc. shareholders approved Approval of the SPP Amendment at the 2023-06-19 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-06-19 source text: Proposal 8. The Company’s stockholders approved the SPP Amendment by the votes set forth below. Votes For Vote Against Abstentions Broker Non-Votes 27,934,772 404,891 7,717 2,986,419 evidence_url: https://www.sec.gov/Archives/edgar/data/884624/000095017023028907/0000950170-23-028907-index.htm - Shareholder Votes Orthofix Medical Inc. shareholders voted on Advisory vote on the preferred frequency of holding say-on-pay votes at the 2023-06-19 meeting. - Proposal: say on pay frequency - Meeting: 2023-06-19 source text: Proposal 9. The Company’s stockholders voted as follows with respect to the preferred frequency of holding an advisory vote on the compensation of the Company’s named executive officers. Every Year Every Two Years Every Three Years Abstentions Broker Non-Votes 26,821,703 52,809 1,460,317 12,551 2,986,419 evidence_url: https://www.sec.gov/Archives/edgar/data/884624/000095017023028907/0000950170-23-028907-index.htm - Shareholder Votes Orthofix Medical Inc. shareholders approved Ratification of Ernst & Young LLP as independent registered public accounting firm at the 2023-06-19 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-19 source text: Proposal 3. The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, by the votes set forth below. Votes For Vote Against Abstentions Broker Non-Votes 30,873,615 431,987 28,197 0 evidence_url: https://www.sec.gov/Archives/edgar/data/884624/000095017023028907/0000950170-23-028907-index.htm - Shareholder Votes Orthofix Medical Inc. shareholders approved Amended and restated certificate of incorporation to add forum selection provisions at the 2023-06-19 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-06-19 source text: Proposal 6. The Company’s stockholders approved an amended and restated certificate of incorporation for the Company, including a proposal regarding the addition of forum selection provisions, by the votes set forth below. Votes For Vote Against Abstentions Broker Non-Votes 25,623,694 2,714,865 8,821 2,986,419 evidence_url: https://www.sec.gov/Archives/edgar/data/884624/000095017023028907/0000950170-23-028907-index.htm - Shareholder Votes Orthofix Medical Inc. shareholders approved Approval of the LTIP Amendment at the 2023-06-19 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-06-19 source text: Proposal 7. The Company’s stockholders approved the LTIP Amendment by the votes set forth below. Votes For Vote Against Abstentions Broker Non-Votes 24,050,170 4,287,329 9,881 2,986,419 evidence_url: https://www.sec.gov/Archives/edgar/data/884624/000095017023028907/0000950170-23-028907-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.