Alphatec Holdings, Inc.

8-K · atec-20260610.htm iXBRL

0001350653 2026-06-10 2026-06-10

  
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 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): June 10, 2026

  
  
 Alphatec Holdings, Inc.
 (Exact name of Registrant as Specified in Its Charter)
  
  

 Delaware

 000-52024

 20-2463898

 (State or Other Jurisdiction
of Incorporation)

 (Commission File Number)

 (IRS Employer
Identification No.)

  

  

  

  

  

 1950 Camino Vida Roble

  

 Carlsbad , California

  

 92008

 (Address of Principal Executive Offices)

  

 (Zip Code)

  

 Registrant’s Telephone Number, Including Area Code: 760 431-9286

  

  

 (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))
 Securities registered pursuant to Section 12(b) of the Act:

Title of each class

  

 Trading
Symbol(s)

  

Name of each exchange on which registered

 Common stock, par value $.0001 per share

  

 ATEC

  

 Nasdaq Global Select Market

 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).
 Emerging growth company ☐
 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 (e) Approval of the Alphatec Holdings, Inc. 2026 Equity Incentive Plan and the 2026 Employee Stock Purchase Plan
 On June 10, 2026, Alphatec Holdings, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Company’s 2026 Equity Incentive Plan (the "2026 EIP") and the Company's 2026 Employee Stock Purchase Plan (the "2026 ESPP"). Detailed descriptions of the 2026 EIP and 2026 ESPP are contained in the definitive proxy statement for the Annual Meeting, filed pursuant to Schedule 14A with the Securities and Exchange Commission on April 29, 2026 (the “Proxy Statement”), the relevant portions of which are incorporated herein by reference.
 The Company’s Board of Directors previously approved the plans, subject to and conditioned upon stockholder approval at the Annual Meeting. The 2026 EIP and the 2026 ESPP became effective upon stockholder approval at the Annual Meeting. Copies of the 2026 EIP and the 2026 ESPP are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively.
 Item 5.07 Submission of Matters to a Vote of Security Holders.
 On June 10, 2026, the Company held its Annual Meeting. The Proxy Statement describes in detail each of the five proposed voting matters (the “Proposals”) submitted to the Company’s stockholders at the Annual Meeting. As of April 15, 2026, the record date of the Annual Meeting, there were 153,702,057 issued and outstanding shares of the Company’s common stock. At the Annual Meeting, a quorum of 118,373,608 shares of the Company’s common stock were represented in person or by proxy. The final results for the votes cast with respect to each Proposal are set forth below.
 Proposal 1
 The stockholders elected each of Mortimer Berkowitz III, Quentin Blackford, David Demski, Karen K. McGinnis, Patrick S. Miles, David R. Pelizzon, and Keith Valentine to serve on the Company’s Board of Directors for a term of one year until the 2027 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified, or until their earlier death or resignation, by the following vote:

 Nominee

 Votes For

 Votes Withheld

 Broker Non-Votes

 Mortimer Berkowitz III

  

 75,716,476

  

 18,924,614

  

  

 23,732,518

 Quentin Blackford

 67,257,818

  

 27,383,272

  

  

 23,732,518

 David Demski

  

 89,853,663

  

 4,787,427

  

  

 23,732,518

 Karen K. McGinnis

  

 93,168,851

  

 1,472,238

  

  

 23,732,518

 Patrick S. Miles

 89,745,330

  

 4,895,760

  

  

 23,732,518

 David R. Pelizzon

  

 89,481,893

  

 5,159,197

  

  

 23,732,518

 Keith Valentine

 86,383,682

  

 8,257,408

  

  

 23,732,518

 Proposal 2
 The stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2026 by the following vote:
  

 Votes For

  

 Votes Against

  

 Abstentions

  

 Broker Non-Votes

 118,309,646

  

 48,208

  

 15,754

  

 —

 Proposal 3
 The stockholders approved the Alphatec Holdings, Inc. 2026 Equity Incentive Plan by the following vote:
  

 Votes For

  

 Votes Against

  

 Abstentions

  

 Broker Non-Votes

 66,250,952

  

 28,116,490

  

 273,648

  

 23,732,518

 Proposal 4
 The stockholders approved the Alphatec Holdings, Inc. 2026 Employee Stock Purchase Plan by the following vote:
  

 Votes For

  

 Votes Against

  

 Abstentions

  

 Broker Non-Votes

 94,532,324

  

 85,516

  

 23,250

  

 23,732,518

  
  
  

 Proposal 5
 The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers by the following vote:
  

 Votes For

  

 Votes Against

  

 Abstentions

  

 Broker Non-Votes

 81,927,395

  

 12,420,476

  

 293,219

  

 23,732,518

 No other items were presented for stockholder approval at the Annual Meeting.
 Item 9.01 Financial Statements and Exhibits.
 (d) Exhibits.
  

 10.1

 Alphatec Holdings, Inc. 2026 Equity Incentive Plan

 10.2

 Alphatec Holdings, Inc. 2026 Employee Stock Purchase Plan

 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.

  

  

  

 ALPHATEC HOLDINGS, INC.

  

  

  

  

 Date:

 June 11, 2026

 By:

 /s/ J. Todd Koning

  

  

  

 Executive Vice President and Chief Financial Officer