8-K filed December 15, 2023, 6:59 PM ET ticker OFIX CIK 0000884624

other material confidence high sentiment neutral materiality 0.65

Orthofix enters cooperation agreement with Engine Capital; appoints three new directors

Orthofix Medical Inc.

Engine Capital, holder of ~8.2% of OFIX shares, and Orthofix enter cooperation agreement.
Board expands from 8 to 11, appoints Alan Bazaar, Michael Finegan, Charles Kummeth as new independent directors.
Strategy Committee formed; three current directors will not stand for re-election at 2024 Annual Meeting; board size to reduce to nine.
Engine group subject to standstill, voting commitments, and capped at 9.9% ownership during agreement term.
Perella Weinberg Partners and Hogan Lovells advise Orthofix; Olshan Frome Wolosky advises Engine.

item 1.01 item 5.02 item 8.01 item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Appointed

Alan Bazaar

Director

OFIX · Orthofix Medical Inc.

Effective: 2023-12-12
Filed: December 15, 2023, 6:59 PM ET

the Board has increased its size from eight to eleven directors and appointed Mr. Bazaar to the Board effective as of December 12, 2023

Appointed

Michael Finegan

Director

OFIX · Orthofix Medical Inc.

Effective: 2023-12-14
Filed: December 15, 2023, 6:59 PM ET

and Messrs. Finegan and Kummeth to the Board effective as of December 14, 2023

Appointed

Charles Kummeth

Director

OFIX · Orthofix Medical Inc.

Effective: 2023-12-14
Filed: December 15, 2023, 6:59 PM ET

and Messrs. Finegan and Kummeth to the Board effective as of December 14, 2023

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Alan Bazaar was appointed as Director at Orthofix Medical Inc..

Action: appointed
Role: Director

Exact text from the filing

the Board has increased its size from eight to eleven directors and appointed Mr. Bazaar to the Board effective as of December 12, 2023

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Michael Finegan was appointed as Director at Orthofix Medical Inc..

Action: appointed
Role: Director

Exact text from the filing

and Messrs. Finegan and Kummeth to the Board effective as of December 14, 2023

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Charles Kummeth was appointed as Director at Orthofix Medical Inc..

Action: appointed
Role: Director

Exact text from the filing

and Messrs. Finegan and Kummeth to the Board effective as of December 14, 2023

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Orthofix Medical Inc. entered into Cooperation Agreement with Engine Capital, L.P., Engine Jet Capital, L.P., Engine Lift Capital, LP, Engine Capital Management, LP, Engine Capital Management GP, LLC, Engine Investments, LLC and Engine Investments II, LLC and Arnaud Ajdler (effective 2023-12-11).

Action: entry
Counterparty: Engine Capital, L.P., Engine Jet Capital, L.P., Engine Lift Capital, LP, Engine Capital Management, LP, Engine Capital Management GP, LLC, Engine Investments, LLC and Engine Investments II, LLC and Arnaud Ajdler
Effective: 2023-12-11

Exact text from the filing

On December 11, 2023, Orthofix Medical Inc. (the “Company”) entered into a cooperation agreement (the “Cooperation Agreement”) with Engine Capital, L.P., Engine Jet Capital, L.P., Engine Lift Capital, LP, Engine Capital Management, LP, Engine Capital Management GP, LLC, Engine Investments, LLC and Engine Investments II, LLC and Arnaud Ajdler (collectively, the “Engine Group”).

View on SEC.gov

76 material agreements filed in the last 30 days. Browse all material agreements →

Orthofix Medical Inc. filing history →

Source: SEC EDGAR

accession 0000950170-23-070740

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