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OFIX > SEC Filings for OFIX > Form 8-K on 24-Aug-2009All Recent SEC Filings

Show all filings for ORTHOFIX INTERNATIONAL N V | Request a Trial to NEW EDGAR Online Pro

Form 8-K for ORTHOFIX INTERNATIONAL N V


24-Aug-2009

Change in Directors or Principal Officers, Financial Statements and Ex


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 18, 2009, the Board of Directors (the "Board") of Orthofix International N.V. (the "Company") unanimously approved a resolution to (i) increase the size of the Board from nine to ten directors and (ii) appoint Michael R. Mainelli to the Board to fill the resulting vacancy effective as of such date. The Board also unanimously approved a resolution finding that Mr. Mainelli qualifies as an "independent director" of the Company as defined in Nasdaq Marketplace Rule 5605(a)(2). On August 19, 2009, the Board unanimously approved a resolution appointing Mr. Mainelli to the Compensation Committee of the Board (the "Compensation Committee") effective as of such date.

On August 18, 2009 (prior to Mr. Mainelli's appointment to such committee), the Compensation Committee unanimously approved, pursuant to the terms of the Company's 2004 Amended and Restated Long-Term Incentive Plan (the "Plan"), an award to Mr. Mainelli of options to purchase 30,000 shares of common stock of the Company. These options were awarded pursuant to the Company's standard non-employee director nonqualified stock option agreement form, except that, as required for initial grants to directors under the Plan, they vest in equal annual increments over 5 years as opposed to 3 years.

A copy of a press release announcing Mr. Mainelli's appointment to the Board is attached hereto as Exhibit 99.1.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release, dated August 19, 2009


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