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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): July 23, 2024

 

 

 

XTANT MEDICAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-34951   20-5313323

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

664 Cruiser Lane

Belgrade, Montana

   59714
(Address of principal executive offices)   (Zip Code)

 

(406) 388-0480

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report.)

 

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))

 

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, par value $0.000001 per share   XTNT   NYSE American LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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 5.07Submission of Matters to a Vote of Security Holders.

 

Xtant Medical Holdings, Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”) on July 23, 2024. As of the close of business on May 28, 2024, the record date for the Annual Meeting, there were 130,268,590 shares of the Company’s common stock, par value $0.000001 per share (the “Common Stock”), outstanding and entitled to vote at the Annual Meeting. Each share of Common Stock was entitled to one vote. Stockholders holding an aggregate of 105,850,527 shares of Common Stock entitled to vote at the Annual Meeting, representing 81.25% of the outstanding shares of Common Stock as of the record date, and which constituted a quorum thereof, were present in person or represented by proxy at the Annual Meeting.

 

At the Annual Meeting, the Company’s stockholders considered three proposals, each of which is described in more detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on June 10, 2024 (the “2024 Proxy Statement”).

 

The final results of such stockholder voting on each proposal brought before the Annual Meeting are set forth below:

 

Proposal One - The six nominees proposed by the Company’s Board of Directors were elected to serve as directors until the next annual meeting of stockholders and until their respective successors have been duly elected and qualified by the following final voting results:

 

   Votes For   Votes Withheld   Broker Non-Votes 
John Bakewell   90,718,742    1,754,613    13,377,172 
Jonn Beeson   90,660,062    1,813,293    13,377,172 
Sean E. Browne   92,381,243    92,112    13,377,172 
Robert McNamara   91,087,319    1,386,036    13,377,172 
Lori Mitchell-Keller   91,087,511    1,385,844    13,377,172 
Stavros Vizirgianakis   92,076,268    397,087    13,377,172 

 

Proposal Two - The Company’s stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024 by the following final voting results:

 

Votes For   Votes Against   Votes Abstained   Broker Non-Votes 
 105,696,806    15,794    137,927    0 

 

Proposal Three - The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s executive officers named in the 2024 Proxy Statement by the following final voting results:

 

Votes For   Votes Against   Votes Abstained   Broker Non-Votes 
 90,807,497    1,388,264    277,594    13,377,172 

 

 
 

 

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.

 

  XTANT MEDICAL HOLDINGS, INC.
     
  By: /s/ Scott Neils
    Scott Neils
    Chief Financial Officer

 

Date: July 24, 2024

 

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