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OFIX > SEC Filings for OFIX > Form 8-K on 9-Dec-2013All Recent SEC Filings




Change in Directors or Principal Officers, Regulation FD Disclosure, F

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

On December 3, 2013, the Board of Directors (the "Board") of Orthofix International N.V. (the "Company") increased the size of the Board from eight to nine directors and appointed Anthony F. Martin, PhD to the Board. The Board has determined that Dr. Martin is an independent director under the rules of the Nasdaq Stock Market. There are no transactions involving Dr. Martin requiring disclosure under Item 404(a) of Regulation S-K. Dr. Martin will receive the Company's standard fee of $60,000 per year for non-employee director service, and has been granted options to acquire 30,000 shares of common stock pursuant to the Company's 2012 Long-Term Incentive Plan (vesting in 1/4th increments on each of the first, second, third and fourth anniversary of his appointment pursuant to the Company's previously filed form of non-employee director non-qualified stock option agreement). Dr. Martin has been appointed as a member of the nominating and governance committee of the Board and the compliance committee of the Board (which is a newly formed committee of the Board comprised of independent directors Maria Sainz, Guy J. Jordan, PhD and Dr. Martin).

Item 7.01. Regulation FD Disclosure.

On December 3, 2013, the Company issued a press release regarding certain of the matters described in Item 5.02. That press release is furnished herewith as Exhibit 99.1.

The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1) shall not be deemed "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release, dated December 3, 2013.

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