Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): May 30, 2018
SeaSpine Holdings Corporation
(Exact name of Registrant as Specified in Charter)
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Delaware | 001-36095 | 47-3251758 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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5770 Armada Drive | |
Carlsbad, California | 92008 |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (760) 727-8399
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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: |
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | 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 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 [X]
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 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
As part of its review of our corporate governance principles, on May 30, 2018, our board of directors adopted amendments to our Code of Business Conduct and Ethics (the “Code”). The Code applies to all our employees, officers and directors. In addition to administrative and other non-substantive changes, the nature of the amendments adopted was to add new provisions covering the recently effective European Union General Data Protection Regulation and our expectations of third-parties who act on our behalf or for our benefit as they relate to our commitment to ethical conduct and responsible business practices and adherence to the standards in the Code. The amendments took effect upon adoption.
The foregoing description of the nature of the amendments to the Code does not purport to be complete and is qualified in its entirety by reference to the complete text of the Code, as amended, a copy of which is publicly available under the "Investors > Corporate Governance > Governance Overview" section of our website at www.seaspine.com. Item 5.07 Submission of Matters to a Vote of Security Holders.
We held our annual meeting of stockholders on May 30, 2018. The final results of the matters submitted to a vote of stockholders at such meeting are as follows:
Proposal 1: Each of the Class III nominees for our board of directors was elected to serve for a three-year term to expire at our 2021 annual meeting of stockholders by the votes set forth below.
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Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes |
Stuart M. Essig | 7,874,843 | 0 | 2,291,167 | 3,621,857 |
Keith C. Valentine | 7,920,844 | 0 | 2,245,166 | 3,621,857 |
Proposal 2: Our stockholders ratified the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018 by the votes set forth below.
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Votes For | Votes Against | Abstentions | Broker Non-Votes |
13,748,259 | 7,325 | 32,283 | -- |
Proposal 3: Our stockholders approved the amendment and restatement of our Amended and Restated 2015 Incentive Award Plan, as amended, by the votes set forth below.
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Votes For | Votes Against | Abstentions | Broker Non-Votes |
8,398,269 | 1,727,532 | 40,209 | 3,621,857 |
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.
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Date: May 30, 2018 | SeaSpine Holdings Corporation |
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By: | /s/ Patrick Keran |
Name: | Patrick Keran |
Title: | Vice President, General Counsel |