ORTHOPEDIATRICS CORP

8-K · kids-20260604.htm iXBRL

0001425450 2023-06-14 2023-06-14

 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 4, 2026
 OrthoPediatrics Corp.
 (Exact name of registrant as specified in its charter)

 Delaware
 (State or other jurisdiction of incorporation)

 001-38242 26-1761833
 (Commission File Number) (I.R.S. Employer Identification Number)

 2850 Frontier Drive
 Warsaw , Indiana
 46582
 (Address of principal executive offices) (Zip Code)

 Registrant’s telephone number, including area code: ( 574 ) 268-6379
 Not Applicable
 (Former name or former address, if changed since last report)

 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, $0.00025 par value per share KIDS Nasdaq Global Market

 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))

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
 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 5.07. Submission of Matters to a Vote of Security Holders.

 On June 4, 2026, OrthoPediatrics Corp. (the "Company") held its 2026 Annual Meeting of Stockholders and the Company's stockholders voted on the following matters:

 Election of Directors

 The nominees below were elected to serve as directors for a term that will last until the Company’s 2029 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified.  The number of votes cast for and withheld from each nominee and the number of broker non-votes with respect to each nominee were as follows:

 Name Votes For Votes Withheld Broker Non-Votes
 George S. M. Dyer 10,843,747 8,009,267 1,827,535
 Kelly Fischer 18,535,024 317,990 1,827,535
 David R. Pelizzon 18,056,773 796,241 1,827,535
 Harald Ruf 18,077,260 775,754 1,827,535

 Approval, on an advisory basis, of the compensation of the Company's named executive officers

 The Company's stockholders approved the compensation of the Company's named executive officers by voting as follows:

 For Against Abstain Broker Non-Votes
 15,953,457 2,859,793 39,764 1,827,535

 Approval, of an amendment to the 2024 Incentive Award Plan ("Plan") to increase the number of shares authorized under the Plan by 2,050,000 shares, which would increase the total number of shares to 3,679,000

 The Company's stockholders approved the amendment to the 2024 Incentive Award Plan by voting as follows:

 For Against Abstain Broker Non-Votes
 18,545,409 272,115 35,490 1,827,535

 Approval, on an advisory basis, of the appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for our Fiscal Year Ending December 31, 2026
  
 The Company’s stockholders approved the appointment by the Audit Committee of the Company’s Board of Directors of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 by voting as follows:

 For Against Abstain
 20,479,183 154,131 47,235

 * * * * * *

 SIGNATURE

 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.

 OrthoPediatrics Corp.

 Date:   June 4, 2026
 By: /s/ Daniel J. Gerritzen
 Daniel J. Gerritzen,
General Counsel and Secretary

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