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 26, 2014

 

 

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 26, 2014, Alphatec Holdings, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) at which three proposals were presented to the Company’s shareholders for consideration. The three matters presented were: (1) the election of nine directors to hold office until the 2015 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, 2014; and (3) a proposal to approve, on an advisory basis, the compensation of the named executive officers of the Company. These proposals were described in detail in the Company’s definitive Proxy Statement for the Annual Meeting and a supplement thereto that were filed with the Securities and Exchange Commission on April 30, 2014.

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

 

            Authority      Broker  

Director Nominee

   For      Withheld      Non-Vote  

Leslie Cross

     57,195,946         1,469,346         17,688,748   

Mortimer Berkowitz III

     57,148,116         1,517,176         17,688,748   

John Foster

     57,148,197         1,517,095         17,688,748   

R. Ian Molson

     57,087,280         1,517,012         17,688,748   

Stephen O’Neil

     57,802,684         862,608         17,688,748   

James Glynn

     58,044,294         620,998         17,688,748   

Rohit Desai

     57,797,893         867,399         17,688,748   

Siri Marshall

     58,042,294         622,998         17,688,748   

James Corbett

     57,859,104         806,187         17,688,748   

(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, 2014 was approved by the shareholders by the following vote:

 

For

 

Against

 

Abstain

75,799,723

  416,322   137,995

(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

 

Abstain

 

Broker Non-Vote

50,335,166

  8,205,887   124,239   17,688,748


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: July 1, 2014      

/s/ Ebun S. Garner, Esq.

     

Ebun S. Garner, Esq.

General Counsel and Senior Vice President