UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)On June 4, 2025, Globus Medical, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) at which the Company’s stockholders approved the amendment to the 2021 Equity Incentive Plan (the “2021 Equity Incentive Plan Amendment”). The 2021 Equity Incentive Plan Amendment had been previously recommended for approval by the Company’s Compensation Committee of the Board of Directors and previously approved by the Company’s Board of Directors, in each case, subject to stockholder approval. The 2021 Equity Incentive Plan Amendment became effective as of the date of such stockholder approval – June 4, 2025.
The material features of the 2021 Equity Incentive Plan, as amended, are described in the section entitled Proposal 2; Approval of Amendment to the 2021 Equity Incentive Plan appearing on pages 20-21 of the Company’s definitive Proxy Statement on Schedule 14A filed on April 25, 2025 in connection with the 2025 Annual Meeting, which description is incorporated herein by reference. A copy of the 2021 Equity Incentive Plan as Amended is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held on June 4, 2025. At the Annual Meeting, the stockholders voted on the following four proposals and cast their votes as described below.
Proposal 1
The individuals listed below were each elected at the Annual Meeting to serve a three-year term on the Company’s Board of Directors.
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Nominee | For | Withhold | Broker Non-Vote |
David C. Paul | 272,640,657 | 50,785,179 | 6,445,223 |
Daniel T. Lemaitre | 315,737,236 | 7,688,600 | 6,445,223 |
Leslie V. Norwalk, Esq. | 311,790,280 | 11,635,556 | 6,445,223 |
Ann D. Rhoads | 285,411,658 | 38,014,178 | 6,445,223 |
Proposal 2
Approval of the Amendment to the 2021 Equity Incentive Plan:
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For | Against | Abstain | Broker Non-Vote |
247,350,637 | 76,025,441 | 49,758 | 6,445,223 |
Proposal 3
Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. This proposal was approved.
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For | Against | Abstain | Broker Non-Vote |
329,151,186 | 689,046 | 30,827 | 0 |
Proposal 4
A non-binding advisory vote to approve the compensation of the Company’s named executive officers, as described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission. This proposal was approved.
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For | Against | Abstain | Broker Non-Vote |
315,631,443 | 7,648,895 | 145,498 | 6,445,223 |
Proposal 5
A non-binding advisory vote on the preferred frequency of the advisory vote on the compensation of the Company’s named executive officers, as described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission. “1 Year” was approved.
1 Year | 2 Years | 3 Years | Abstain |
322,479,669 | 26,583 | 809,565 | 110,019 |
(d) As disclosed above, the stockholders recommended holding an advisory vote on executive compensation every year. Consistent with the voting results, the Board of Directors (the “Board”) of the Company has determined that the Company will hold future advisory votes on executive compensation every year until the next required advisory vote on the frequency of stockholder advisory votes on executive compensation, which shall be no later than the Company’s annual meeting in 2031.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number | Description |
10.1 | |
104 | Cover Page Interactive Data file (formatted in Inline XBRL) |
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.
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| GLOBUS MEDICAL, INC. |
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| (Registrant) |
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Dated: | June 5, 2025 | /s/ KEITH PFEIL |
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| Keith Pfeil |
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| Chief Financial Officer and Chief Operating Officer |
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| Chief Accounting Officer |
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| Executive Vice President |
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| (Principal Financial Officer) |