Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 9, 2011

 

 

ALPHATEC HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

DELAWARE   000-52024   20-2463898

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

5818 El Camino Real

Carlsbad, CA 92008

(Address of principal executive offices) (Zip Code)

(760) 431-9286

Registrant’s telephone number, including area code:

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 9, 2011, Alphatec Holdings, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) at which four proposals were presented to the Company’s shareholders for consideration. The four matters presented were: (1) the election of ten directors to hold office until the 2012 Annual Meeting of Shareholders and until their respective successors have been elected, (2) a proposal to ratify the appointment of Ernst & Young, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2011, (3) a proposal to approve, on an advisory basis, the compensation of the named executive officers of the Company, and (4) a proposal to vote annually, on an advisory basis, to approve the compensation of the named executive offices of the Company. These proposals were described in detail in the Company’s definitive Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on May 2, 2011.

 

(1) Election of Directors: The ten nominees for election to the Board of Directors were elected by the shareholders by the following vote:

 

Director Nominee

   For      Authority
Withheld
     Broker
Non-Vote
 

Mortimer Berkowitz III

     57,812,662         473,176         30,740,223   

John Foster

     57,810,962         474,876         30,740,223   

R. Ian Molson

     57,831,530         454,308         30,740,223   

Stephen O’Neil

     57,341,916         943,922         30,740,223   

James Glynn

     57,831,530         454,308         30,740,223   

Stephen Hochschuler, M.D.

     57,314,881         970,957         30,740,223   

Rohit Desai

     57,832,630         453,208         30,740,223   

Siri Marshall

     57,846,330         439,508         30,740,223   

Dirk Kuyper

     57,812,162         473,676         30,740,223   

Leslie Cross

     57,833,395         452,443         30,740,223   

 

(2) Ratification of Appointment of Independent Registered Public Accounting Firm: The proposal to ratify the appointment of Ernst & Young, LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2011 was approved by the shareholders by the following vote:

 

For

 

Against

 

Abstain

70,255,948   194,602   163,739

 

(3) Approval, on an Advisory Basis, of the Compensation of the Named Executive Officers: The proposal to approve, on an advisory basis, the compensation of the named executive officers of the Company was approved by the shareholders by the following vote:

 

For

 

Against

 

Authority

Withheld

 

Broker

Non-Vote

57,646,119   418,282   221,437   30,740,223

 

(4) Approval, on an Advisory Basis, of an Annual Advisory Vote to Approve the Compensation of the Named Executive Officers: The proposal that an annual shareholder advisory vote on the compensation of named executive officers of the Company was approved by the shareholders by the following vote:

 

1 Year

 

2 Years

 

3 Years

 

Authority

Withheld

 

Broker

Non-Vote

53,786,396   1,828,260   2,446,845   224,337   30,740,223


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    

ALPHATEC HOLDINGS, INC.

        (Registrant)

Date: June 15, 2011     

/s/ Ebun S. Garner, Esq.

    

Ebun S. Garner, Esq.

General Counsel and Senior Vice President