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OFIX > SEC Filings for OFIX > Form 8-K on 19-Jun-2014All Recent SEC Filings




Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 19, 2014, Orthofix International N.V. (the "Company") held its 2014 Annual General Meeting of Shareholders. The total number of common shares eligible to vote as of the record date, May 1, 2014, was 18,436,516 and pursuant to the Company's Articles of Association, 9,218,258 shares were required to be present or represented at the meeting to constitute a quorum. The total number of common shares present or represented at the meeting was 17,396,942, and a quorum therefore existed.

At the Annual General Meeting:

1. Election of Board of Directors. The following persons were elected by a plurality of the votes cast at the meeting as directors of the Company for a one year term expiring at the Annual General Meeting in 2015:

     Name                          Votes For    Votes Withheld   Non-Votes   Uncast
     James F. Hinrichs             16,158,555      164,574       1,073,744     69
     Guy J. Jordan, PhD            16,116,448      206,681       1,073,744     69
     Anthony F. Martin, PhD        16,112,685      210,444       1,073,744     69
     Bradley R. Mason              16,095,910      227,219       1,073,744     69
     Ronald A. Matricaria          16,231,924       91,205       1,073,744     69
     Kathleen ("Kathy") T. Regan   16,140,546      182,583       1,073,744     69
     Maria Sainz                   16,083,799      239,330       1,073,744     69
     Davey S. Scoon                9,576,096      6,747,033      1,073,744     69

2. Approval of Financial Statements for the Year Ended December 31, 2013. The Company's balance sheet and income statement at and for the year ended December 31, 2013 were approved by a vote of (i) 11,919,457 in favor,
(ii) 5,469,306 against, and (iii) 8,179 abstaining.

3. Ratification of the Selection of Ernst & Young LLP. The selection of Ernst & Young LLP to act as the independent registered public accounting firm for the Company and its subsidiaries for the fiscal year ending December 31, 2014 was ratified by a vote of (i) 16,251,006 in favor,
(ii) 1,136,138 against, and (iii) 9,798 abstaining.

4. Advisory and Non-Binding Resolution on Executive Compensation. The advisory and non-binding resolution on executive compensation was approved by a vote of (i) 15,161,579 in favor, (ii) 871,623 against, (iii) 289,996 abstaining, and (iv) 1,073,744 broker non-votes.

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