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Get filing alertsOrthofix shareholders approve stock plan expansion, elect all directors despite elevated opposition
Filed June 11, 2026 · Period ending June 11, 2026 · ~1 min read
Key Changes
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Two directors received notably low support: Wayne Burris (82.8% for, 5.2M against) and Michael Paolucci (82.1% for, 5.4M against), with opposition exceeding 17% each while other directors received 95%+ support.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Say-on-pay vote passed with 81.4% support (24.5M for vs. 5.6M against), representing 18.6% opposition—an elevated level that may warrant board review of compensation practices.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Shareholders approved Amendment No. 5 to the Stock Purchase Plan with 97.2% support, increasing available shares by 1.25M to accommodate future employee equity purchases; named executives participate in the plan.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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Ernst & Young LLP ratified as independent auditor for fiscal 2026 with 95.6% support (33.3M for vs. 1.4M against).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
Orthofix held its annual shareholder meeting on June 10, 2026, with 86.1% of eligible shares represented (34.8M of 40.4M shares outstanding). While all ten director nominees won election to one-year terms, two directors—Wayne Burris and Michael Paolucci—received notably lower support at 82.8% and 82.1% respectively, with opposition exceeding 5 million votes each.
The remaining eight directors received support above 95%. The say-on-pay vote also showed elevated opposition at 18.6% (5.6M votes against), passing with 81.4% support. Shareholders approved Amendment No. 5 to the Stock Purchase Plan with 97.2% support, adding 1.25 million shares to the reserve.
Named executive officers participate in this plan, so the expansion enables continued equity compensation for management and employees. The auditor ratification passed routinely with 95.6% support. The elevated opposition to two directors and executive compensation suggests some shareholders have concerns about board composition or pay practices, though all proposals passed comfortably.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
At the Annual Meeting, the Company’s shareholders approved Amendment No. 5 (the "SPP Amendment") to the Company’s Second Amended and Restated Stock Purchase Plan (as previously amended, the "SPP"). The Company’s named executive officers are participants in the SPP. The SPP Amendment increases the number of shares of the Company's common stock available for issuance under the SPP by 1,250,000 shares. The SPP Amendment does not provide for any other changes to the SPP.
Shareholders approved an amendment to the company's Stock Purchase Plan at the June 10, 2026 Annual Meeting. The amendment increases the share reserve by 1,250,000 shares to accommodate future employee stock purchases. Named executive officers participate in this plan, so the expansion enables continued equity compensation for management and employees.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Annual shareholder meeting held June 10, 2026: all directors elected, executive compensation approved, auditor ratified, stock plan amendment approved.
Added in current filing · verify on EDGAR →
Name | Votes For | Votes Against | Abstentions
Alan L. Bazaar
29,026,559 | 1,014,417 | 31,243 | Wayne Burris | 24,898,636 | 5,162,812 | 10,771 | Massimo Calafiore | 29,344,227 | 725,358 | 2,634
Vickie L. Capps
29,373,109 | 667,919 | 31,191
Michael M. Finegan
29,238,156 | 827,899 | 6,164
Jason M. Hannon
29,389,134 | 676,817 | 6,268
John B. Henneman, III
28,798,930 | 1,262,304 | 10,985
Charles R. Kummeth
28,990,854 | 1,070,316 | 11,049
Shweta S. Maniar
29,631,030 | 434,784 | 6,405
Michael E. Paolucci
24,698,858 | 5,367,249 | 6,112
All ten director nominees were elected to one-year terms expiring at the 2027 annual meeting. Support ranged from 82.8% to 98.6% of votes cast. Two directors received notably lower support: Wayne Burris (82.8% for, 17.2% against) and Michael E. Paolucci (82.1% for, 17.9% against), with opposition exceeding 5 million votes each. The remaining eight directors received support above 95%.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR →
Shareholders approved Amendment No. 5 to the Company’s Second Amended and Restated Stock Purchase Plan by a vote of (i) 29,235,005 in favor, (ii) 831,625 against, and (iii) 5,589 abstaining.
Amendment No. 5 to the stock purchase plan was approved with 97.2% support (29,235,005 for vs. 831,625 against). The filing does not disclose the specific changes made by this amendment.
Added in current filing · verify on EDGAR →
The total number of common shares eligible to vote as of the record date, April 13, 2026, was 40,385,869 and, pursuant to the Company’s Bylaws, 20,192,935 shares were required to be present or represented at the Annual Meeting to constitute a quorum. The total number of common shares present or represented at the Annual Meeting was 34,776,676, and a quorum therefore existed. Of the shares present and represented, 4,704,457 constituted broker non-votes for purposes of items 1, 2 and 4 below.
86.1% of eligible shares (34,776,676 of 40,385,869) were present or represented at the meeting, well above the 50% quorum requirement. Broker non-votes totaled 4,704,457 shares for director elections, say-on-pay, and the stock plan amendment.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 7, 2026 · How we verify