SeaSpine Holdings Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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| Item 5.07 | Other Events. |
On January 4, 2023, SeaSpine Holdings Corporation (the “Company,” “we,” “us,” or “our”) held its special meeting of stockholders (the “Special Meeting”). Three proposals were submitted to our stockholders for a vote at the Special Meeting. The proposals are described in detail in our definitive proxy statement for the Special Meeting filed with the Securities and Exchange Commission on November 23, 2022 (the “Proxy Statement”). Below is a brief description of, and the final results of the votes for, each proposal (where applicable, voting results, including broker non-votes, reflect fractional shares rounded down to the nearest whole share):
Proposal 1: Our stockholders approved the proposal to adopt the Agreement and Plan of Merger, dated as of October 10, 2022 (the “merger agreement”), by and among Orthofix Medical Inc., Orca Merger Sub Inc. and SeaSpine Holdings Corporation (the “SeaSpine merger proposal”).
| Votes For | Votes Against |
Abstentions | Broker Non-Votes | |||
| 28,335,789 | 23,957 | 41,843 | 81,582 |
Proposal 2: Our stockholders approved, by advisory (non-binding) vote, certain compensation arrangements that may be paid or become payable to the Company’s named executive officers in connection with the merger contemplated by the merger agreement.
| Votes For | Votes Against |
Abstentions | Broker Non-Votes | |||
| 28,085,460 |
233,099 | 83,030 | 81,582 |
Proposal 3: Our stockholders approved the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve the SeaSpine merger proposal.
| Votes For | Votes Against |
Abstentions | Broker Non-Votes | |||
| 26,985,155 |
1,438,989 | 59,027 | — |
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.
| SEASPINE HOLDINGS CORPORATION | ||||||
| Date: January 4, 2023 | By: | /s/ Patrick Keran | ||||
| Name: Patrick Keran | ||||||
| Title: Senior Vice President, General Counsel | ||||||