UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 17, 2024, Paragon 28, Inc., a Delaware Corporation (the “Company”) held its 2024 Annual Meeting of Stockholders (“Annual Meeting”), virtually via live audio webcast. The following matters were voted upon at the Annual Meeting: (1) the election of three Class III Directors to serve until the 2027 annual meeting of stockholders; (2) the advisory vote on the compensation of the named executive officers; (3) the advisory vote on the frequency of future advisory votes on executive compensation; and (4) the ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.
As of the Annual Meeting record date of March 18, 2024, there were 82,906,136 shares of the Company’s Common Stock issued and outstanding and entitled to be voted at the Annual Meeting. A total of 58,915,767 shares were voted in person or by proxy (71.06% quorum). All matters voted on at the Annual Meeting were approved. The vote results were as follows:
Proposal #1 – Election of Directors
| Name of Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes | |||
| Meghan Scanlon |
42,565,752 | 1,715,556 | 14,634,459 | |||
| Thomas Schnettler |
42,001,463 | 2,279,845 | 14,634,459 | |||
| Kristina Wright |
43,898,290 | 383,018 | 14,634,459 |
Proposal #2 – Advisory Vote on the Compensation of the Named Executive Officers
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 43,051,895 | 1,225,775 | 3,638 | 14,634,459 |
Proposal #3 – Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
| 1 Year |
2 Years |
3 Years |
Abstentions |
Broker Non-Votes | ||||
| 43,736,229 | 751 | 241,780 | 302,548 | 14,634,459 |
In accordance with the voting results concerning this proposal, the Company will hold an annual advisory vote on executive compensation.
Proposal #4 – Ratification of Independent Registered Public Accounting Firm
| Votes For |
Votes Against |
Abstentions | ||
| 58,791,744 | 18,196 | 105,827 |
Item 9.01 Financial Statements and Exhibits.
| Exhibit |
Description of Exhibit | |
| 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.
| PARAGON 28, INC. | ||||||
| Date: May 22, 2024 | By: | /s/ Robert S. McCormack | ||||
| General Counsel & Corporate Secretary | ||||||