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 9, 2011
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.) |
5818 El Camino Real
Carlsbad, CA 92008
(Address of principal executive offices) (Zip Code)
(760) 431-9286
Registrant’s telephone number, including area code:
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 (see General Instruction A.2. below):
| ¨ | 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)) |
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 9, 2011, Alphatec Holdings, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) at which four proposals were presented to the Company’s shareholders for consideration. The four matters presented were: (1) the election of ten directors to hold office until the 2012 Annual Meeting of Shareholders and until their respective successors have been elected, (2) a proposal to ratify the appointment of Ernst & Young, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2011, (3) a proposal to approve, on an advisory basis, the compensation of the named executive officers of the Company, and (4) a proposal to vote annually, on an advisory basis, to approve the compensation of the named executive offices of the Company. These proposals were described in detail in the Company’s definitive Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on May 2, 2011.
| (1) | Election of Directors: The ten nominees for election to the Board of Directors were elected by the shareholders by the following vote: |
| Director Nominee |
For | Authority Withheld |
Broker Non-Vote |
|||||||||
| Mortimer Berkowitz III |
57,812,662 | 473,176 | 30,740,223 | |||||||||
| John Foster |
57,810,962 | 474,876 | 30,740,223 | |||||||||
| R. Ian Molson |
57,831,530 | 454,308 | 30,740,223 | |||||||||
| Stephen O’Neil |
57,341,916 | 943,922 | 30,740,223 | |||||||||
| James Glynn |
57,831,530 | 454,308 | 30,740,223 | |||||||||
| Stephen Hochschuler, M.D. |
57,314,881 | 970,957 | 30,740,223 | |||||||||
| Rohit Desai |
57,832,630 | 453,208 | 30,740,223 | |||||||||
| Siri Marshall |
57,846,330 | 439,508 | 30,740,223 | |||||||||
| Dirk Kuyper |
57,812,162 | 473,676 | 30,740,223 | |||||||||
| Leslie Cross |
57,833,395 | 452,443 | 30,740,223 | |||||||||
| (2) | Ratification of Appointment of Independent Registered Public Accounting Firm: The proposal to ratify the appointment of Ernst & Young, LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2011 was approved by the shareholders by the following vote: |
| For |
Against |
Abstain | ||
| 70,255,948 | 194,602 | 163,739 |
| (3) | Approval, on an Advisory Basis, of the Compensation of the Named Executive Officers: The proposal to approve, on an advisory basis, the compensation of the named executive officers of the Company was approved by the shareholders by the following vote: |
| For |
Against |
Authority Withheld |
Broker Non-Vote | |||
| 57,646,119 | 418,282 | 221,437 | 30,740,223 |
| (4) | Approval, on an Advisory Basis, of an Annual Advisory Vote to Approve the Compensation of the Named Executive Officers: The proposal that an annual shareholder advisory vote on the compensation of named executive officers of the Company was approved by the shareholders by the following vote: |
| 1 Year |
2 Years |
3 Years |
Authority Withheld |
Broker Non-Vote | ||||
| 53,786,396 | 1,828,260 | 2,446,845 | 224,337 | 30,740,223 |
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. (Registrant) | ||||
| Date: June 15, 2011 | /s/ Ebun S. Garner, Esq. | |||
| Ebun S. Garner, Esq. General Counsel and Senior Vice President | ||||