SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 18, 2022
|(Exact name of registrant as specified in its charter)|
|(State or other jurisdiction of incorporation)|
|(Commission File Number)||(I.R.S. Employer Identification Number)|
2850 Frontier Drive
|(Address of principal executive offices)||(Zip Code)|Registrant’s telephone number, including area code: (574) 268-6379
|(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective October 18, 2022, Stephen F. Burns retired from the OrthoPediatrics Corp. (the “Company”) Board of Directors. The retirement was not the result of any disagreement with the Company. Also, effective October 18, 2022, the Board appointed Jimmy D. McDonald to fill the vacancy caused by Mr. Burns’ retirement to serve in the class of directors whose terms expire at the annual shareholder meeting in 2024. Mr. McDonald has not been appointed to serve on any committees of the Board to date. A copy of the Company’s press release, dated October 20, 2022, announcing the appointment of Mr. McDonald and detailing his relevant experience is attached hereto as Exhibit 99.1.
For his service as a director, Mr. McDonald will be entitled to receive his pro rata portion of the standard non-employee director compensation, as more fully described in the Company’s Non-Employee Director Compensation Policy included as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 4, 2021, which description is incorporated herein by reference. Other than being eligible to receive such director compensation, Mr. McDonald has not entered into any material plan, contract, or arrangement in connection with his appointment as a director. Mr. McDonald is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Securities and Exchange Commission Regulation S-K.
As part of Mr. Burns’ retirement, the Board has agreed to accelerate vesting of the remaining 3,092 shares of restricted stock previously granted to him.
Item 7.01. Regulation FD Disclosure.
A copy of the Company’s press release, dated October 20, 2022, announcing the appointment of Mr. McDonald to the Board, as discussed above in Item 5.02, is furnished as Exhibit 99.1 to this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
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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.
|Date: October 20, 2022||By:||/s/ Daniel J. Gerritzen|
|Daniel J. Gerritzen, |
General Counsel and Secretary
OrthoPediatrics Corp. Announces Appointment of Jimmy D. McDonald to Board of Directors WARSAW, Indiana, October 20, 2022 — OrthoPediatrics Corp. (“OrthoPediatrics” or the “Company”) (Nasdaq: KIDS), a company focused exclusively on advancing the field of pediatric orthopedics, today announced the appointment of Jimmy D. McDonald to its board of directors, effective October 18, 2022. Mark Throdahl, Executive Chairman of OrthoPediatrics’ board said, “We are pleased to have attracted an Operations executive of Jimmy’s stature to our company, which has an extensive supplier network of outsourced products. Beyond his directly relevant experience, Jimmy brings a wonderful personal fit with the culture of our board and our company.” Mr. McDonald currently is Vice President and Chief Supply Chain Officer of TE Connectivity, a $14 billion global technology leader for connectivity and sensor solutions. In this role, Mr. McDonald is responsible for strategy and global execution of procurement, logistics, and facilities functions that supply 10 business units and is responsible for $7.2 billion in annual supplier spend. He is a founding member and Co-Executive Sponsor of the TE African Heritage Employee Resource Group. Prior to joining TE Connectivity, Mr. McDonald had a career at Honeywell Aerospace and General Motors. Mr. McDonald said, “I am delighted to join a company built on the cause of helping children around the world with orthopedic conditions. As the son of pastor, I have long been involved with outreach ministries. Beyond the challenges presented by a rapidly growing company with a complex supply chain, I am attracted by the profound difference OrthoPediatrics makes in the lives of children.” About OrthoPediatrics Corp. Founded in 2006, OrthoPediatrics is an orthopedic company focused exclusively on advancing the field of pediatric orthopedics. As such it has developed the most comprehensive product offering to the pediatric orthopedic market to improve the lives of children with orthopedic conditions. OrthoPediatrics currently markets 39 surgical systems that serve three of the largest categories within the pediatric orthopedic market. This product offering spans trauma & deformity, scoliosis, and sports medicine/other procedures. OrthoPediatrics’ global sales organization is focused exclusively on pediatric orthopedics and distributes its products in the United States and 70 countries outside the United States. For More information, please visit www.orthopediatrics.com Investor Contact Philip Taylor Gilmartin Group firstname.lastname@example.org