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 21, 2013
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 21, 2013, Alphatec Holdings, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) at which six proposals were presented to the Company’s shareholders for consideration. The six matters presented were: (1) the election of nine directors to hold office until the 2014 Annual Meeting of Shareholders and until their respective successors have been elected; (2) a proposal to approve an amendment to the Alphatec Holdings, Inc. Amended and Restated 2005 Employee, Director and Consultant Stock Plan (the “Plan”) to increase the number of shares authorized for issuance under the Plan; (3) a proposal to approve an amendment to the Alphatec Holdings, Inc. 2007 Employee Stock Purchase Plan (the “ESPP”) to increase the number of shares authorized for issuance under the ESPP; (4) 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, 2013; (5) a proposal to approve, on an advisory basis, the compensation of the named executive officers of the Company, and (6) a proposal to approve an amendment to the Plan to increase the annual limit on the number of shares that can be granted to an individual. 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, 2013 and June 11, 2013, respectively.
(1) Election of Directors: The nine nominees for election to the Board of Directors were elected by the shareholders by the following vote:
| Director Nominee |
For | Withheld | Non-Vote | |||||||||
| Leslie Cross |
62,948,763 | 234,484 | 13,154,115 | |||||||||
| Mortimer Berkowitz III |
62,393,309 | 789,938 | 13,154,115 | |||||||||
| John Foster |
62,384,680 | 798,567 | 13,154,115 | |||||||||
| R. Ian Molson |
48,994,111 | 14,189,136 | 13,154,115 | |||||||||
| Stephen O’Neil |
48,939,443 | 14,243,804 | 13,154,115 | |||||||||
| James Glynn |
62,990,767 | 192,480 | 13,154,115 | |||||||||
| Rohit Desai |
48,939,443 | 14,243,804 | 13,154,115 | |||||||||
| Siri Marshall |
62,990,767 | 192,480 | 13,154,115 | |||||||||
| Luke Faulstick |
62,993,917 | 189,330 | 13,154,115 | |||||||||
(2) An amendment to the Alphatec Holdings, Inc. Amended and Restated 2005 Employee, Director and Consultant Stock Plan (the “Plan”) to increase the number of shares authorized for issuance under the Plan: The proposal to amend the Plan was approved by the shareholders by the following vote:
| For |
Against |
Abstain | ||
| 40,940,260 |
22,202,937 | 40,050 |
(3) An amendment to the Alphatec Holdings, Inc. 2007 Employee Stock Purchase Plan (the “ESPP”) to increase the number of shares authorized for issuance under the ESPP. The proposal to amend the ESPP was approved by the shareholders by the following vote:
| For |
Against |
Abstain | ||
| 62,303,352 |
747,203 | 132,692 |
(4) 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, 2013 was approved by the shareholders by the following vote:
| For |
Against |
Abstain | ||
| 70,063,611 |
186,060 | 87,691 |
(5) 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 | ||
| 55,915,683 |
7,170,628 | 96,936 |
(6) An amendment to the Plan to increase the annual limit on the number of shares that can be granted to an individual. . The proposal to amend the Plan was approved by the shareholders by the following vote:
| For |
Against |
Abstain | ||
| 41,465,583 |
18,572,282 | 26,757 |
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 27, 2013 | /s/ Ebun S. Garner, Esq. | |
| Ebun S. Garner, Esq. General Counsel and Senior Vice President | ||