Align Technology Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Industrial Specialties
Health Care
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): May 21, 2025
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip Code)
(602 ) 742-2000
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||||||
| (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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 21, 2025, Align Technology, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Align Technology, Inc. 2005 Incentive Plan (as amended to date, the “Incentive Plan”). A summary of the Incentive Plan’s principal provisions is set forth in the Company’s 2025 Proxy Statement, dated April 8, 2025 (the “Proxy Statement”), in the section entitled “Company Proposal 5: Approval of an Amendment to the Align Technology, Inc. 2005 Incentive Plan,” which summary is incorporated herein by reference.
The description of the Incentive Plan is qualified in its entirety by reference to the Incentive Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 21, 2025, the Company held the Annual Meeting. The voting results for each item of business presented at the Annual Meeting, as certified by the Company’s inspector of elections, are set forth below:
Proposal 1: Election of the ten director nominees named below at the Annual Meeting, each to serve for a one-year term or until a successor is duly elected or appointed and qualified.
Name | For | Against | Abstain | Broker Non-Votes | ||||||||||
C. Raymond Larkin, Jr. | 54,474,865 | 4,586,871 | 117,347 | 4,054,395 | ||||||||||
Kevin T. Conroy | 58,380,774 | 682,189 | 116,120 | 4,054,395 | ||||||||||
| Kevin J. Dallas | 58,368,991 | 694,010 | 116,083 | 4,054,395 | ||||||||||
| Joseph M. Hogan | 58,287,184 | 773,858 | 118,041 | 4,054,395 | ||||||||||
| Joseph Lacob | 50,773,192 | 8,289,939 | 115,952 | 4,054,395 | ||||||||||
| George J. Morrow | 52,093,031 | 6,970,070 | 115,980 | 4,054,395 | ||||||||||
| Anne M. Myong | 57,637,377 | 1,425,893 | 115,812 | 4,054,395 | ||||||||||
Mojdeh Poul | 55,729,933 | 3,003,047 | 446,103 | 4,054,395 | ||||||||||
| Andrea L. Saia | 56,803,556 | 2,259,347 | 116,178 | 4,054,395 | ||||||||||
| Susan E. Siegel | 57,869,341 | 1,194,265 | 115,477 | 4,054,395 | ||||||||||
Proposal 2: An advisory (non-binding) vote to approve the compensation of the Company’s named executive officers.
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 51,634,314 | 7,428,786 | 115,975 | 4,054,395 | ||||||||
Proposal 3: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
| For | Against | Abstain | ||||||
| 57,008,920 | 6,117,545 | 107,001 | ||||||
Proposal 4: Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to replace each supermajority provision with a simple majority vote requirement.
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 58,954,113 | 154,482 | 70,487 | 4,054,395 | ||||||||
Proposal 5: Approval of an amendment to the Align Technology, Inc. 2005 Incentive Plan to increase the number of shares authorized for issuance thereunder.
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 56,414,846 | 2,513,458 | 250,776 | 4,054,395 | ||||||||
Proposal 6: Advisory vote to allow stockholders owning 25% of the Company’s outstanding common stock to call a special meeting of stockholders.
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 38,706,293 | 14,717,639 | 5,755,142 | 4,054,395 | ||||||||
Proposal 7: Support for shareholder ability to call for a special shareholder meeting.
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 26,687,164 | 32,371,257 | 120,650 | 4,054,395 | ||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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.
| ALIGN TECHNOLOGY, INC. | ||||||||
| By: | /s/ Julie Coletti | |||||||
| Julie Coletti Executive Vice President, Chief Legal and Regulatory Officer | ||||||||
Date: May 21, 2025