Item 5.07.
|
Submission of Matters to a Vote of Security Holders.
|
On April 29, 2019, RTI Surgical Holdings, Inc. (the Company) held its 2019 Annual Meeting. All matters submitted to a vote of
the Companys stockholders as described in the proxy statement furnished to stockholders in connection with the 2019 Annual Meeting, which was filed with the Securities and Exchange Commission on March 25, 2019, were approved.
The number of shares of common stock entitled to vote at the 2019 Annual Meeting was 85,559,845. The number of shares of common stock present
or represented by valid proxy was 74,997,078. At the 2019 Annual Meeting, the Companys stockholders voted on the following items:
1. Election of Directors
Stockholders voted to elect seven directors to serve on the Companys board of directors (the
Board) 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 for each of the seven nominees was as set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
For
|
|
|
Withhold
|
|
|
Broker Non-Votes
|
|
Camille I. Farhat
|
|
|
63,167,972
|
|
|
|
343,723
|
|
|
|
11,485,383
|
|
Jeffrey C. Lightcap
|
|
|
62,158,274
|
|
|
|
1,353,421
|
|
|
|
11,485,383
|
|
Thomas A. McEachin
|
|
|
63,265,390
|
|
|
|
246,305
|
|
|
|
11,485,383
|
|
Mark D. Stolper
|
|
|
63,094,947
|
|
|
|
416,748
|
|
|
|
11,485,383
|
|
Paul G. Thomas
|
|
|
61,924,552
|
|
|
|
1,587,143
|
|
|
|
11,485,383
|
|
Nicholas J. Valeriani
|
|
|
63,264,390
|
|
|
|
247,305
|
|
|
|
11,485,383
|
|
Shirley A. Weis
|
|
|
61,975,498
|
|
|
|
1,536,197
|
|
|
|
11,485,383
|
|
As a result, the following seven individuals were elected, each to serve on the Board and hold office until
the next Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified: Camille I. Farhat, Jeffrey C. Lightcap, Thomas A. McEachin, Mark D. Stolper, Paul G. Thomas, Nicholas J. Valeriani and Shirley A.
Weis.
2. Advisory Vote on Executive Compensation Program (the Say on Pay Vote)
Stockholders approved (on an
advisory basis) the compensation of the Companys named executive officers, as disclosed in the proxy statement (the say on pay vote). The vote totals for the say on pay vote were:
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
61,446,808
|
|
873,274
|
|
1,191,613
|
|
11,485,383
|
3.
To ratify the appointment of Deloitte
&
Touche
LLP
as
our independent registered public accounting firm
Stockholders approved the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019, as disclosed
in the proxy statement. 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, 2019 were:
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
73,073,448
|
|
772,328
|
|
1,151,302
|
|
0
|