false 0001531978 0001531978 2024-05-17 2024-05-17

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 17, 2024

 

 

Paragon 28, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-40902   27-3170186
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

14445 Grasslands Drive  
Englewood, Colorado   80112
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (720) 399-3400

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Common Stock, $0.01 par value   FNA   The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company 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

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 5.07 Submission of Matters to a Vote of Security Holders.

On May 17, 2024, Paragon 28, Inc., a Delaware Corporation (the “Company”) held its 2024 Annual Meeting of Stockholders (“Annual Meeting”), virtually via live audio webcast. The following matters were voted upon at the Annual Meeting: (1) the election of three Class III Directors to serve until the 2027 annual meeting of stockholders; (2) the advisory vote on the compensation of the named executive officers; (3) the advisory vote on the frequency of future advisory votes on executive compensation; and (4) the ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.

As of the Annual Meeting record date of March 18, 2024, there were 82,906,136 shares of the Company’s Common Stock issued and outstanding and entitled to be voted at the Annual Meeting. A total of 58,915,767 shares were voted in person or by proxy (71.06% quorum). All matters voted on at the Annual Meeting were approved. The vote results were as follows:

Proposal #1 – Election of Directors

 

Name of Nominee

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

Meghan Scanlon

  42,565,752   1,715,556   14,634,459

Thomas Schnettler

  42,001,463   2,279,845   14,634,459

Kristina Wright

  43,898,290   383,018   14,634,459

Proposal #2 – Advisory Vote on the Compensation of the Named Executive Officers

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

43,051,895   1,225,775   3,638   14,634,459

Proposal #3 – Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation

 

1 Year

 

2 Years

 

3 Years

 

Abstentions

 

Broker Non-Votes

43,736,229   751   241,780   302,548   14,634,459

In accordance with the voting results concerning this proposal, the Company will hold an annual advisory vote on executive compensation.

Proposal #4 – Ratification of Independent Registered Public Accounting Firm

 

Votes For

 

Votes Against

 

Abstentions

58,791,744   18,196   105,827

Item 9.01 Financial Statements and Exhibits.

 

Exhibit
Number

  

Description of Exhibit

104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 


SIGNATURES

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.

 

      PARAGON 28, INC.
Date: May 22, 2024     By:  

/s/ Robert S. McCormack

      General Counsel & Corporate Secretary
v3.24.1.1.u2
Document and Entity Information
May 17, 2024
Cover [Abstract]  
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Entity Central Index Key 0001531978
Document Type 8-K
Document Period End Date May 17, 2024
Entity Registrant Name Paragon 28, Inc.
Entity Incorporation State Country Code DE
Entity File Number 001-40902
Entity Tax Identification Number 27-3170186
Entity Address, Address Line One 14445 Grasslands Drive
Entity Address, City or Town Englewood
Entity Address, State or Province CO
Entity Address, Postal Zip Code 80112
City Area Code (720)
Local Phone Number 399-3400
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, $0.01 par value
Trading Symbol FNA
Security Exchange Name NYSE
Entity Emerging Growth Company false

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