8-K
filed July 28, 2023, 7:59 PM ET
ticker XTNT
CIK 0001453593
other material
confidence high
sentiment neutral
materiality 0.50
Xtant Medical shareholders approve 2023 equity plan and three charter amendments
Xtant Medical Holdings, Inc.
- Stockholders approved 2023 Equity Incentive Plan with 5.5M new shares plus rollover from prior plan; effective through July 25, 2033.
- Approved charter amendments: supermajority director vote to fix board >7, officer exculpation per DGCL, and exclusive forum change.
- Re-elected six directors: Bakewell, Beeson, Browne, McNamara, Mitchell-Keller, Vizirgianakis with >87M votes each.
- Ratified Plante & Moran as auditor for FY2023 (95.5M for, 11.6K against). Advisory say-on-pay passed with 87.2M votes for.
- Amendments filed with Delaware Secretary of State on July 26, 2023; equity plan replaces 2018 plan.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Xtant Medical Holdings, Inc.: Stockholders approved three charter amendments: (1) requiring supermajority director vote to fix number of directors above seven; (2) eliminating/limiting officer personal liability per Delaware law; (3) amending exclusive forum provision (effective 2023-07-26).
- Change
- charter amendment
- Effective
- 2023-07-26
Exact text from the filing
At the Company’s 2023 annual meeting of stockholders held on July 26, 2023, the Company’s stockholders approved the following three amendments to the Company’s Amended and Restated Certificate of Incorporation, as amended (collectively, the “Charter Amendments”): ● an amendment requiring a supermajority director vote to fix the number of directors of the Company at more than seven; ● an amendment to eliminate or limit the personal liability of the Company’s officers to the extent permitted by recent amendments to the Delaware General Corporation Law; and ● an amendment to amend the Company’s exclusive forum provision.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Xtant Medical Holdings, Inc. shareholders approved Advisory approval of executive compensation at the 2023-07-26 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-07-26
Exact text from the filing
Proposal Three - The Company's stockholders approved, on an advisory basis, the compensation of the Company's executive officers named in the 2023 Proxy Statement by the following final voting results:
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Xtant Medical Holdings, Inc. shareholders approved Ratification of appointment of Plante & Moran, PLLC as independent registered public accounting firm for 2023 at the 2023-07-26 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-07-26
Exact text from the filing
Proposal Two - The Company's stockholders ratified the appointment of Plante & Moran, PLLC as the Company's independent registered public accounting firm for the year ending December 31, 2023 by the following final voting results:
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Xtant Medical Holdings, Inc. shareholders approved Xtant Medical Holdings, Inc. 2023 Equity Incentive Plan at the 2023-07-26 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2023-07-26
Exact text from the filing
Proposal Seven - The Company's stockholders approved the Xtant Medical Holdings, Inc. 2023 Equity Incentive Plan by the following final voting results:
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Xtant Medical Holdings, Inc. shareholders approved Election of six director nominees at the 2023-07-26 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-07-26
Exact text from the filing
Proposal One - The six director nominees proposed by the Board were elected to serve as members of the Board until the next annual meeting of stockholders and until their respective successors have been duly elected and qualified by the following final voting results:
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Xtant Medical Holdings, Inc. shareholders approved Charter Amendment requiring supermajority director vote to fix number of directors at more than seven at the 2023-07-26 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-07-26
Exact text from the filing
Proposal Five - The Company's stockholders approved the Charter Amendment requiring a supermajority director vote to fix the number of directors of the Company at more than seven by the following final voting results:
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Xtant Medical Holdings, Inc. shareholders approved Charter Amendment eliminating or limiting personal liability of officers at the 2023-07-26 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-07-26
Exact text from the filing
Proposal Four - The Company's stockholders approved the Charter Amendment eliminating or limiting the personal liability of the Company's officers to the extent permitted by recent amendments to the Delaware General Corporation Law by the following final voting results:
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Xtant Medical Holdings, Inc. shareholders approved Charter Amendment amending exclusive forum provision at the 2023-07-26 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-07-26
Exact text from the filing
Proposal Six - The Company's stockholders approved the Charter Amendment amending the Company's exclusive forum provision by the following final voting results:
View on SEC.gov
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