UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS. |
| (e) | Material Compensatory Plans, Contracts, or Arrangements |
On February 29, 2024, the Board of Directors (the “Board”) of OrthoPediatrics Corp. (the “Company”) adopted the OrthoPediatrics Corp. 2024 Incentive Award Plan (the “2024 Plan”), subject to stockholder approval, which was obtained at the 2024 Annual Meeting of Stockholders held on May 24, 2024. The 2024 Plan is intended to serve as the successor to the OrthoPediatrics Corp. 2017 Incentive Award Plan (the “2017 Plan”) and no further awards will be granted under the 2017 Plan. The 2024 Plan has been designed to promote the success and enhance the value of the Company by linking the individual interests of the Company’s directors, employees, consultants, and advisors to those of the Company’s stockholders. The 2024 Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of directors, employees, consultants, and advisors.
The material terms of the 2024 Plan are described in “Proposal 3 – Vote on the Company’s 2024 Incentive Award Plan” in the Company’s definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on April 8, 2024 (the “Proxy Statement”), which description is incorporated by reference into this Item 5.02 of this Current Report on Form 8-K.
The form of Restricted Stock Award Agreement for use with the 2024 Plan sets forth the standard terms and conditions that apply to grants of Restricted Stock pursuant to the 2024 Plan, although awards may be granted under the 2024 Plan that deviate from these standard terms and conditions.
The descriptions of the 2024 Plan and the form of Restricted Stock Award Agreement contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the 2024 Plan and the form of Restricted Stock Award Agreement, which are attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
| (d) | Exhibits. |
| Exhibit No. | Description of Exhibit |
| 10.1 | OrthoPediatrics Corp. 2024 Incentive Award Plan |
| 10.2 | Form of OrthoPediatrics Corp. Restricted Stock Award Agreement |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
Date: May 28, 2024
| OrthoPediatrics Corp. | ||
| By: | /s/ Daniel J. Gerritzen | |
| Daniel J. Gerritzen, | ||
| General Counsel and Secretary | ||