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 of Certain Officers. |
On May 16, 2023, Paragon 28, Inc. (the “Company”) and Jason Edie agreed that Mr. Edie would step down from his position as the Company’s Chief Technology Officer effective as of May 19, 2023. In connection with this termination, Mr. Edie will be entitled to those severance benefits and payments set forth in his employment agreement dated as of April 18, 2022 (the “Employment Agreement”) for qualifying terminations of employment outside of a change in control period, as disclosed in our Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 6, 2023. In exchange for such severance benefits, Mr. Edie must execute a general release of claims in substantially the form attached to the Employment Agreement and continue to be in compliance with his confidentiality agreement with the Company.
The foregoing description is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On May 17, 2023, at the annual meeting of stockholders of the Company (the “Annual Meeting”), the stockholders of the Company approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “COI Amendment”) to (i) declassify the Company’s board of directors (the “Board”) commencing with the 2028 annual meeting of stockholders, and (ii) eliminate supermajority voting requirements from and after the 2028 annual meeting of stockholders. Following the Annual Meeting, on May 17, 2023, the Company filed the Certificate of Amendment to Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, at which time the COI Amendment became effective. The foregoing description of the COI Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment to Amended and Restated Certificate of Incorporation, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
On May 17, 2023, the Company’s Second Amended and Restated Bylaws (the “A&R Bylaws”), as approved by the Board, became effective to (i) declassify the Company’s Board commencing with the 2028 annual meeting of stockholders and (ii) eliminate supermajority voting requirements form and after the 2028 annual meeting of stockholders. The foregoing description of the changes contained in the Company’s A&R Bylaws is qualified in its entirety by reference to the full text of the A&R Bylaws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting was held on May 17, 2023.
All of the nominees for director listed in Proposal 1 in the Company’s Definitive Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission on April 6, 2023, as supplemented by the Company’s Definitive Additional Materials on Schedule 14A as filed with the Securities and Exchange Commission on April 6, 2023 (collectively, the “Proxy Statement”), were elected to serve on the Company’s Board by the following vote:
| Name of Nominee | Votes For |
Votes Withheld |
Broker | |||
| Quentin Blackford |
60,299,673 | 9,201,215 | 5,653,778 | |||
| Alf Grunwald |
69,320,391 | 180,497 | 5,653,778 | |||
| Stephen Oesterle, M.D. |
66,314,684 | 3,186,204 | 5,653,778 |
Proposal 2 in the Proxy Statement, a proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to declassify the Board commencing with the 2028 annual meeting of stockholders, was approved by the following vote:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 60,851,958 | 8,648,223 | 707 | 5,653,778 |
Proposal 3 in the Proxy Statement, a proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to remove supermajority voting requirements from and after the 2028 annual meeting of stockholders, was approved by the following vote:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 60,702,096 | 8,798,113 | 679 | 5,653,778 |
Proposal 4 in the Proxy Statement, a proposal to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023, was approved by the following vote:
| Votes For |
Votes Against |
Abstentions | ||
| 74,988,658 | 3,478 | 162,530 |
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit Number |
Description | |
| 3.1 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of Paragon 28, Inc. | |
| 3.2 | Second Amended and Restated Bylaws | |
| 10.1+ | Employment Agreement, effective as of April 18, 2022 by and between Paragon 28, Inc. and Jason Edie | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| + | Indicates management contract or compensatory plan. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PARAGON 28, INC. | ||||||
| Date: May 19, 2023 | By: | /s/ Stephen Deitsch | ||||
| Stephen Deitsch | ||||||
| Chief Financial Officer | ||||||