Business Context and Reporting Period
This Form 8-K reports on the 2023 Annual Meeting of Stockholders held by OrthoPediatrics Corp. on June 14, 2023. The filing details the outcomes of shareholder votes regarding director elections, executive compensation, and auditor ratification.
Key Financial Metrics
This filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document is a current report focused solely on corporate governance events.
Material Changes and Voting Results
Election of Directors
Four nominees were elected to serve until the 2026 Annual Meeting. Voting results were as follows:
- George S. M. Dyer: 20,188,925 votes for; 119,374 withheld.
- David R. Pelizzon: 15,655,719 votes for; 4,652,580 withheld.
- Harald Ruf: 15,658,113 votes for; 4,650,186 withheld.
- Terry D. Schlotterback: 14,402,553 votes for; 5,905,746 withheld.
Executive Compensation (Say-on-Pay)
Shareholders approved the compensation of named executive officers on an advisory basis.
- For: 19,169,777
- Against: 1,077,595
- Abstain: 60,927
Frequency of Say-on-Pay Votes
A majority of votes cast advised that executive compensation votes should occur annually (1 Year).
- 1 Year: 11,315,526 votes
- 3 Years: 8,778,027 votes
- 2 Years: 17,609 votes
The Company stated it will consider this outcome and disclose its final decision via an amendment to this report.
Auditor Ratification
Shareholders approved the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2023.
- For: 21,268,308
- Against: 21,630
- Abstain: 137
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, management commentary on operations, or discussion of risks and contingencies. The only forward-looking statement notes the Company's intent to file an amendment regarding the frequency of future executive compensation votes.
Investor Verification Checklist
- Verify the final decision on the frequency of future say-on-pay votes in the subsequent Form 8-K amendment.
- Review the significant number of votes withheld for directors David R. Pelizzon, Harald Ruf, and Terry D. Schlotterback to understand shareholder sentiment.
- Confirm the appointment of Deloitte & Touche LLP in the upcoming 10-K filing for the fiscal year ending December 31, 2023.