Business Context and Reporting Period
This Form 8-K Current Report was filed by Alphatec Holdings, Inc. on March 30, 2011, covering events occurring on March 25, 2011. The filing addresses corporate governance changes, specifically the expansion of the Board of Directors and the appointment of a new director.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on personnel and compensation arrangements.
Material Changes
- Board Expansion: The Board of Directors voted to increase its size to ten members.
- New Director Appointment: Leslie H. Cross was elected to fill the newly created vacancy, serving until the 2011 Annual Meeting of Stockholders or until a successor is appointed.
- Committee Assignments: Mr. Cross has not yet been appointed to any Board committees.
Compensation and Arrangements
In connection with his election, the following compensatory arrangements were established for Mr. Cross:
- Cash Payment: A one-time cash payment of $10,000.
- Stock Options: Grant of non-qualified options to purchase 25,000 shares of common stock under the Amended and Restated 2005 Employee, Director and Consultant Stock Plan.
- Vesting Schedule: Options vest over three years at a rate of 33% on the first anniversary of the grant date and annually thereafter.
- Ongoing Compensation: Eligibility for cash payments for Board and committee meeting attendance and annual equity grants as described in the June 28, 2010 proxy statement.
- Indemnification: An indemnification agreement will be entered into, consistent with the form attached to the Company's May 5, 2009 Form 10-Q.
Investor Verification Checklist
- Verify the total number of Board members is now ten.
- Confirm the vesting terms of the 25,000 stock options granted to Leslie H. Cross.
- Review the definitive proxy statement filed on June 28, 2010, for details on standard director meeting fees and annual equity grant policies.
- Check the press release dated March 29, 2011 (Exhibit 99.1) for additional context on the appointment.