Treace Medical Concepts Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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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 5.07. Submission of Matters to a Vote of Security Holders.
At the 2024 Annual Meeting of Stockholders (the "Meeting") of Treace Medical Concepts, Inc. (the "Company") held on May 21, 2024, the stockholders of the Company voted on the following proposals, each of which is described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 2, 2024. The results of voting on the four proposals, including final voting tabulations, are set forth below.
Proposal 1: Election of Directors.
The stockholders elected, by the votes indicated below, the following nominees to the Company’s Board of Directors to serve as Class III directors for a three-year term of office expiring at the 2027 annual meeting of the stockholders or until their respective successors have been duly elected and qualified:
Name |
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For |
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Withheld |
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Broker Non-Vote |
John K. Bakewell |
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39,111,657 |
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9,678,827 |
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5,994,650 |
Richard W. Mott |
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40,173,787 |
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8,616,697 |
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5,994,650 |
John T. Treace |
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44,023,225 |
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4,767,259 |
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5,994,650 |
Proposal 2: Advisory Vote on Executive Compensation.
By the vote stated below, the stockholders approved, on an advisory, non-binding basis, the compensation of the Company's named executive officers:
For |
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Against |
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Abstain |
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Broker Non-Vote |
44,766,561 |
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4,009,999 |
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13,924 |
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5,994,650 |
Proposal 3: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
By the vote stated below, the stockholders approved, on an advisory, non-binding basis, to hold future advisory votes on the compensation of the Company's named executive officers ("Say-on-Pay Votes") every 1 year:
1 Year |
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2 Years |
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3 Years |
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Abstain |
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Broker Non-Vote |
46,655,691 |
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118 |
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50,989 |
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2,083,686 |
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5,994,650 |
Considering the stockholders’ non-binding approval to hold future Say-on-Pay Votes every 1 year, the Company’s board of directors (the “Board”) has determined that future Say-on-Pay Votes will be conducted every 1 year. The Board will re-evaluate this determination after the next required stockholder advisory vote on the frequency of future Say-on-Pay Votes (which will be at the Company’s 2030 annual meeting of shareholders, unless presented earlier).
Proposal 4: Ratification of Selection of Independent Registered Public Accounting Firm.
By the vote stated below, the stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
For |
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Against |
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Abstain |
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Broker Non-Vote |
52,692,649 |
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2,089,850 |
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2,635 |
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0 |
Item 9.01 |
Financial Statements and Exhibits.
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Exhibit No. |
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Description |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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TREACE MEDICAL CONCEPTS, INC. |
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Date: May 22, 2024 |
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By: |
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/s/ Mark L. Hair |
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Mark L. Hair |
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Chief Financial Officer |