Form 8-K RTI SURGICAL, INC. For: May 26

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 26, 2016

 

 

RTI SURGICAL, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware		0-31271		59-3466543
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
11621 Research Circle, Alachua, Florida				32615
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s telephone number, including area code: (386) 418-8888

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:

 

¨	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))

 

 

 

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Item 5.07.

Submission of Matters to a Vote of Security Holders.

On May 26, 2016, RTI Surgical, Inc. (the “Company”) held its 2016 Annual Meeting. On May 31, 2016, First Coast Results, Inc. (“First Coast”), the independent inspector of elections, delivered its final report on the voting results at the 2016 Annual Meeting.

The number of shares of common stock entitled to vote at the 2016 Annual Meeting was 71,013,560. Based on First Coast’s final report, the number of shares of common stock present or represented by valid proxy was 59,903,826. At the 2016 Annual Meeting, the Company’s stockholders voted on the following items:

1. Election of Directors — Stockholders voted on seven directors to serve on the Company’s board of directors and hold office until the next annual meeting of stockholders or until their respective successors have been duly elected and qualified.

The number of votes cast, as reported by First Coast in its final report, for each of the eleven nominees was as set forth below:

 

Name		Number of Votes For				Number of Votes Withheld
Peter F. Gearen, M.D.			43,627,376				1,438,896
Brian K. Hutchison			38,384,987				6,681,285
Thomas A. McEachin			58,366,225				1,537,601
Jonathon M. Singer			58,373,502				1,530,324
Paul G. Thomas			42,874,521				2,191,751
Nicholas J. Valeriani			43,675,102				1,391,170
Shirley A. Weis			58,410,839				203,686
Jeffrey D. Goldberg			9,860,873				4,976,681
Darren P. Lehrich			6,641,196				8,196,358
Mark D. Stolper			14,571,333				266,221
Frank R. Williams, Jr.			9,919,373				4,918,181

As a result, the following seven individuals were elected, each to serve on the Company’s board of directors and hold office until the next annual meeting of stockholders or until their respective successors have been duly elected and qualified: Peter F. Gearen, M.D., Brian K. Hutchison, Thomas A. McEachin, Jonathon M. Singer, Paul G. Thomas, Nicholas J. Valeriani and Shirley A. Weis.

2. Advisory Vote on Executive Compensation Program (the “Say on Pay Vote”) — Based on First Coast’s final report, stockholders approved (on an advisory basis) the compensation of the Company’s named executive officers, as disclosed in the proxy statement. As reported by First Coast in its final report, the vote totals for the Say on Pay Vote were 53,529,263 shares for, 6,253,445 shares against, and 121,118 share abstentions.

3. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm — Based on First Coast’s final report, stockholders approved the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending

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December 31, 2016 as disclosed in the proxy statement. As reported by First Coast in its final report, the vote totals for the approval of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016 were 59,351,274 shares for, 122,496 shares against, and 433,055 share abstentions.

Banks and brokers were not eligible to vote shares for which they did not receive instructions from the beneficial owners thereof on these proposals. The final report of the inspector of election indicated that there were no broker non-votes on any of these proposals.

 

Item 8.01.

Other Events.

On May 26, 2016, the Company issued a press release announcing the preliminary results of the 2016 Annual Meeting. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

99.1		Press Release issued by the Company dated May 26, 2016.

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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.

 

				RTI SURGICAL, INC.
Date: June 1, 2016				By:		/s/ Robert P. Jordheim
				Name:		Robert P. Jordheim
				Title:		Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

RTI Surgical, Inc.

Form 8-K Current Report

 

Exhibit Number		Description of Document
99.1		Press Release issued by the Company dated May 26, 2016.

Exhibit 99.1

For more information, contact:

Wendy Crites Wacker, APR

Vice President, Global Communications

[email protected]

Phone (386) 418-8888

Investor Contact:

Bill Fiske

Georgeson

[email protected]

Phone (212) 440-9128

PRELIMINARY RESULTS INDICATE THAT ALL SEVEN RTI SURGICAL NOMINEES ELECTED AT 2016

ANNUAL MEETING OF STOCKHOLDERS

ALACHUA, Fla. (May 26, 2016) – RTI Surgical Inc. (“RTI” or “the Company”) (Nasdaq: RTIX), a global surgical implant company, today announced that, based on a preliminary vote count submitted by RTI’s proxy solicitor, Georgeson, all seven of RTI’s nominees – Peter F. Gearen, Brian K. Hutchison, Thomas A. McEachin, Jonathon M. Singer, Paul G. Thomas, Nicholas J. Valeriani and Shirley A. Weis – were elected as directors at the Company’s 2016 annual meeting of stockholders, held earlier today. Final voting results are expected to be made available publicly in the next several weeks.

Commenting on the preliminary results, Curt Selquist, chairman of RTI’s Board of Directors, said, “We are grateful for our stockholders’ support of our nominees. We value the insights and feedback we have received from our stockholders over the past several weeks. We believe that RTI has made significant progress, and we look forward to the successful execution of our plan.”

In other business conducted at the meeting, RTI’s stockholders approved on an advisory basis the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement (the “say on pay vote”), as well as the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm.

A tabulation of the votes on these matters will be included in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission.

About RTI Surgical Inc.

RTI Surgical is a leading global surgical implant company providing surgeons with safe biologic, metal and synthetic implants. Committed to delivering a higher standard, RTI’s implants are used in sports medicine, general surgery, spine, orthopedic, trauma and cardiothoracic procedures and are distributed

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in nearly 50 countries. RTI is headquartered in Alachua, Fla., and has four manufacturing facilities throughout the U.S. and Europe. RTI is accredited in the U.S. by the American Association of Tissue Banks and is a member of AdvaMed. For more information, please visit www.rtix.com.

Important Additional Information

RTI Surgical has filed a definitive proxy statement with the U.S. Securities and Exchange Commission (“SEC”) in connection with the solicitation of proxies for its 2016 annual meeting of shareholders. Shareholders are strongly advised to read RTI’s 2016 proxy statement and the accompanying WHITE proxy card and other documents filed with the SEC when they become available because they will contain important information. Shareholders can obtain copies of RTI’s 2016 proxy statement, any amendments or supplements to the proxy statement and other relevant solicitation materials filed by RTI with the SEC in connection with its 2016 annual meeting of shareholders free of charge at the SEC’s website at www.sec.gov, on the company’s website at www.rtix.com, or by writing to our Corporate Secretary at our principal office at 11621 Research Circle, Alachua, Florida 32615. RTI, its directors, and its executive officers may be deemed participants in the solicitation of proxies from shareholders in connection with its 2016 annual meeting of shareholders. Information concerning persons who may be considered participants in the solicitation of RTI’s shareholders under the rules of the SEC is set forth in public filings filed by RTI with the SEC and in the definitive proxy statement relating to its 2016 annual meeting of shareholders.

Forward Looking Statement

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including those statements regarding the final voting results, the public release of such results, and RTI’s execution of its planned strategy to accelerate growth, expand margins and increase long-term value for all stockholders. These forward-looking statements are based on management’s current expectations, estimates and projections about our industry, our management’s beliefs and certain assumptions made by our management. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, except for historical information, any statements made in this communication about anticipated financial results, growth rates, new product introductions, future operational improvements and results or regulatory actions or approvals or changes to agreements with distributors also are forward-looking statements. These statements are not guarantees of future performance and are subject to risks and uncertainties, including the risks described in public filings with the SEC. Our actual results may differ materially from the anticipated results reflected in these forward-looking statements. Copies of the company’s SEC filings may be obtained by contacting the company or the SEC or by visiting RTI’s website at www.rtix.com or the SEC’s website at www.sec.gov.

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