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 12, 2019
ALPHATEC HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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000-52024 |
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20-2463898 |
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(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
5818 El Camino Real
Carlsbad, California 92008
(Address of Principal Executive Offices)
(760) 431-9286
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14.a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common stock, par value $.0001 per share |
ATEC |
The NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 5.07. |
Submission of Matters to a Vote of Security Holders |
On June 12, 2019, Alphatec Holdings, Inc. (the “Company”) held its Annual Meeting of stockholders (the “Annual Meeting”). The Company filed its definitive proxy statement on Schedule 14A with the U.S. Securities and Exchange Commission (the “SEC”) on April 30, 2019. The proxy statement describes in detail each of the five proposed voting matters (the “Proposals”) submitted to the Company’s stockholders at the Annual Meeting. As of April 15 , 2019 , the record date of the Annual Meeting, there were 46,855,337 outstanding shares of the Company’s common stock. At the Annual Meeting, a quorum of 32,881,561 shares of the Company’s common stock were represented in person or by proxy. The final results for the votes cast with respect to each Proposal are set forth below.
Proposal 1
The stockholders elected each of Evan Bakst, Mortimer Berkowitz III, Quentin Blackford, Jason Hochberg, Patrick S. Miles, David H. Mowry, Jeffrey P. Rydin, James L.L. Tullis, Donald A. Williams and Ward W. Woods to serve on the Company’s Board for a term of one year until the 2020 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified, or until their earlier death or resignation , by the following vote:
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Nominee |
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
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Evan Bakst |
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11,504,836 |
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3,808,561 |
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17,568,164 |
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Mortimer Berkowitz III |
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12,401,228 |
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2,912,169 |
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17,586,164 |
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Quentin Blackford |
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13,845,483 |
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1,467,914 |
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17,568,164 |
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Jason Hochberg |
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11,688,305 |
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3,625,092 |
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17,568,164 |
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Patrick S. Miles |
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14,687,674 |
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625,723 |
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17,568,164 |
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David H. Mowry |
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14,784,001 |
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529,396 |
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17,568,164 |
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Jeffrey P. Rydin |
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12,722,863 |
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2,590,534 |
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17,568,164 |
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James L.L. Tullis |
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14,706,369 |
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607,028 |
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17,568,164 |
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Donald A. Williams |
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14,693,120 |
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620,277 |
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17,568,164 |
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Ward W. Woods |
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13,832,406 |
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1,480,991 |
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17,568,164 |
Proposal 2
The stockholders ratified the selection of Mayer Hoffman McCann P.C. as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2019 by the following vote:
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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32,775,607 |
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54,910 |
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51,044 |
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0 |
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Proposal 3
The stockholders approved the amendment of the Company’s 2007 Employee Stock Purchase Plan by the following vote:
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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15,116,793 |
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47,970 |
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148,634 |
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17,568,164 |
Proposal 4
The stockholders approved the amendment of the Company’s 2016 Equity Incentive Plan by the following vote:
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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12,620,803 |
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2,522,763 |
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169,831 |
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17,568,164 |
Proposal 5
The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executed officers by the following vote:
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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13,208,200 |
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1,602,498 |
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502,699 |
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17,568,164 |
No other items were presented for stockholder approval at the Annual Meeting.
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(d) |
Exhibits . |
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.
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Date: June 13, 2019 |
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ALPHATEC HOLDINGS, INC. |
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By: |
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/s/ Jeffrey Black |
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Name: Jeffrey Black |
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Its: Chief Financial Officer |
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Exhibit 10.1
FIRST AMENDMENT TO THE
ALPHATEC HOLDINGS, INC.
2007 EMPLOYEE STOCK PURCHASE PLAN
(As Amended and Restated Effective May 16, 2017)
This First Amendment (this “ Amendment ” ) to the Alphatec Holdings, Inc. 2007 Employee Stock Purchase Plan, as amended and restated effective May 16, 2017 (the “ Plan ” ), is made and adopted by Alphatec Holdings, Inc. (the “ Company ” ), a corporation organized under the laws of State of Delaware. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan.
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1. |
Section 3.1 of the Plan is hereby amended to read as follows: |
“ Number of Shares . Subject to Article VIII, the aggregate number of Shares that may be issued pursuant to rights granted under the Plan shall be 1,637,499 Shares. If any right granted under the Plan shall for any reason terminate without having been exercised, the Shares not purchased under such right shall again be available for issuance under the Plan .”
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2. |
This Amendment is effective as of June 12, 2019. |
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3. |
This Amendment shall be and is hereby incorporated in and forms a part of the Plan. All other terms and provisions of the Plan shall remain unchanged except as specifically modified herein. The Plan, as amended by this Amendment, is hereby ratified and confirmed. |
* * * * * * * *
I hereby certify that the foregoing Amendment was duly adopted by the Compensation Committee of the Board of Directors of the Company on March 6, 2019.
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ALPHATEC HOLDINGS, INC. |
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By: |
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/s/ Patrick S. Miles |
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Name: |
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Patrick S. Miles |
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Its: |
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President and Chief Executive Officer |
Exhibit 10.2
THIRD AMENDMENT TO THE
ALPHATEC HOLDINGS, INC.
2016 EQUITY INCENTIVE PLAN
(As Amended and Restated Effective June 15, 2017)
This Third Amendment (this “ Amendment ” ) to the Alphatec Holdings, Inc. 2016 Equity Incentive Plan, as amended and restated effective June 15, 2017 (the “ Plan ” ), is made and adopted by Alphatec Holdings, Inc. (the “ Company ” ), a corporation organized under the laws of State of Delaware. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan.
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1. |
Section 3(a) of the Plan is hereby amended to read as follows: |
“(a) Subject to Paragraph 25, the number of Shares which may be issued from time to time pursuant to this Plan shall be 10,083,333 shares of Common Stock.”
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2. |
This Amendment is effective as of June 12, 2019. |
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This Amendment shall be and is hereby incorporated in and forms a part of the Plan. All other terms and provisions of the Plan shall remain unchanged except as specifically modified herein. The Plan, as amended by this Amendment, is hereby ratified and confirmed. |
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I hereby certify that the foregoing Amendment was duly adopted by the Compensation Committee of the Board of Directors of the Company on March 6, 2019.
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ALPHATEC HOLDINGS, INC. |
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By: |
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/s/ Patrick S. Miles |
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Name: |
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Patrick S. Miles |
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Its: |
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President and Chief Executive Officer |