Orthofix amends cooperation pact with Engine Capital over fiduciary duty carve-outs

Orthofix Medical Inc.

Amendment to Dec 2023 cooperation agreement with Engine Capital clarifies Board fiduciary duties override certain obligations.
Board may decline to recommend/support Specified Directors (Bazaar, Finegan, Kummeth) without breaching agreement.
If Board exercises fiduciary duty, Engine Group can solicit proxies for those directors and standstill provisions lift.
Amendment also subjects other company obligations (e.g., committee appointments, board size) to fiduciary duty.

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