Xtant Medical Holdings Inc
For the period ended Jun 10, 2024. Filed Jun 10, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 10, 2024 · Filed Jun 10, 2024
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DEF 14A 1 formdef14a.htm
**UNITED STATES
SECURITIES AND EXCHANGE COMMISSION****
**Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Xtant Medical Holdings, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JULY 23, 2024
To Our Stockholders:
You are invited to attend the Annual Meeting of Stockholders of Xtant Medical Holdings, Inc. on July 23, 2024 at 8:00 a.m., Eastern Time, at the offices of Fox Rothschild LLP, located at 101 Park Avenue, 17th Floor, New York, New York 10178, for the following purposes:
| 1. | To elect the six nominees named in the accompanying proxy statement to serve as directors until the next annual meeting of stockholders and until their respective successors have been duly elected and qualified; |
| 2. | To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2024; |
| 3. | To approve, on an advisory basis, the compensation of our executive officers named in the accompanying proxy statement; and |
| 4. | To transact such other business as may properly be brought before the Annual Meeting and any adjournment or postponement thereof. |
Stockholders of record at the close of business on May 28, 2024 shall be entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements thereof. A stockholder list will be available at our corporate offices beginning July 11, 2024 during normal business hours for examination by any stockholder registered on our stock ledger as of the record date for any purpose germane to the Annual Meeting.
Your vote is important. Please submit a proxy as soon as possible so your shares can be voted at the Annual Meeting.
By Order of the Board of Directors
| Stavros G. Vizirgianakis | Sean E. Browne |
|---|---|
| Chair of the Board | President and Chief Executive Officer |
Belgrade, Montana
June 10, 2024
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TABLE OF CONTENTS
| Page | |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING | 1 |
| PROPOSAL one—ELECTION OF DIRECTORS | 6 |
| Board Size and Structure | 6 |
| Current Directors and Nominees for Director | 6 |
| Board Nomination Rights | 6 |
| Additional Information About Director Nominees | 7 |
| Board Recommendation | 8 |
| GENERAL INFORMATION ABOUT THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 9 |
| Investor Rights Agreement | 9 |
| Controlled Company Status | 9 |
| Director Independence | 9 |
| Board Leadership Structure | 9 |
| Board Meetings | 10 |
| Board Committees | 10 |
| Corporate Governance Guidelines | 12 |
| Director Nomination Process | 13 |
| Board Diversity | 13 |
| Board Qualifications | 14 |
| Risk Oversight | 14 |
| Code of Ethics and Code of Conduct | 15 |
| Stockholder Communications | 15 |
| DIRECTOR COMPENSATION | 16 |
| Director Compensation Program | 16 |
| Director Compensation Table for Fiscal 2023 | 17 |
| PROPOSAL two—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 19 |
| Appointment of Independent Registered Public Accounting Firm | 19 |
| Audit and Non-Audit Fees | 20 |
| Pre-Approval Policy | 20 |
| Audit Committee Report | 20 |
| Recent Change in Independent Registered Public Accounting Firm | 21 |
| Board Recommendation | 21 |
| PROPOSAL three—advisory vote on executive compensation | 22 |
| Background | 22 |
| Why You Should Vote in Favor of Our Say-On-Pay Proposal | 22 |
| Proposed Resolution | 22 |
| Next Say-On-Pay Vote | 22 |
| Board Recommendation | 22 |
| EXECUTIVE COMPENSATION | 23 |
| Executive Officers | 23 |
| Overview | 24 |
| Compensation Philosophy | 24 |
| Use of Market Data | 24 |
| Elements of Our Executive Compensation Program | 25 |
| Summary Compensation Table | 26 |
| Executive Employment and Other Agreements | 27 |
| 401(k) Retirement Plan | 27 |
| Outstanding Equity Awards at Fiscal Year-End | 28 |
| Xtant Medical Holdings, Inc. 2023 Equity Incentive Plan | 29 |
| Potential Payments upon Termination or Change in Control | 30 |
| Pay Versus Performance Disclosure | 31 |
| TRANSACTIONS WITH RELATED PERSONS, PROMOTERS, AND CERTAIN CONTROL PERSONS | 36 |
| Policies and Procedures for Review and Approval of Related Party Transactions | 36 |
| Related Party Transactions | 36 |
| Family Relationships | 37 |
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| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 38 |
|---|---|
| Significant Beneficial Owners | 38 |
| Security Ownership of Management | 39 |
| Clawback Policy | 39 |
| Anti-Hedging and Pledging Policy | 39 |
| ADDITIONAL INFORMATION | 40 |
| Stockholder Proposals and Director Nominations | 40 |
| Householding Information | 40 |
References in this proxy statement to:
| ● | “Xtant,” “we,” “us,” “our,” or the “Company” refer to Xtant Medical Holdings, Inc.; |
| ● | “Board” refers to the Board of Directors of Xtant; |
| ● | “Annual Meeting” refers to our 2024 Annual Meeting of Stockholders; and |
| ● | “2023 Annual Report” or “2023 Annual Report to Stockholders” refer to our Annual Report on Form 10-K for the year ended December 31, 2023, being made available together with this proxy statement. |
Information on our website and any other website referenced herein is not incorporated by reference into, and does not constitute a part of, this proxy statement.
™ and ® denote trademarks and registered trademarks of Xtant Medical Holdings, Inc. or our affiliates, registered as indicated in the United States. All other trademarks and trade names referred to in this release are the property of their respective owners.
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XTANT MEDICAL HOLDINGS, INC.
664 Cruiser Lane
Belgrade, Montana 59714
(406) 388-0480
**PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ONJULY 23, 2024
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.