ALPHATEC HOLDINGS, INC. : Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers

Effective June 17, 2020, the Board of Directors ("Board") of Alphatec Holdings, Inc. (the "Company") increased the number of directors to serve on the Board to twelve members and appointed David Pelizzon to serve as a director for a term commencing on June 17, 2020, immediately following the 2020 Annual Meeting of Stockholders of the Company, and expiring at the Annual Meeting of Stockholders of the Company in 2021.

Mr. Pelizzon will receive annual equity compensation in accordance with the Company's standard remuneration for its non-employee directors, as revised by the Compensation Committee of the Board effective as of June 17, 2020, which provides that non-employee directors shall receive an annual Restricted Stock Unit ("RSU") award with a grant value of $100,000 for service on the Board (the "Board Grant") and, as applicable, an annual RSU award(s) with a grant value of (i) $25,000 to each non-employee director that serves as Chair or Lead Director of the Board and (ii) $7,500 ($20,000 for Chair), $7,500 ($20,000 for Chair), $5,000 ($13,750 for Chair) and $4,750 ($10,000 for Chair) to each non-employee director that serves as a member of the Audit Committee, Finance Committee, Compensation Committee, and/or Nominating and Corporate Governance Committee, respectively (collectively, the "Committee Grant"). For continuing (incumbent) non-employee directors, the Board Grant and, where applicable, any Committee Grant shall be granted as of the date of the annual meeting of stockholders, based upon the volume-weighted average price of the Company's stock for the 30-trading day period prior to the grant date. For newly elected or newly appointed, non-employee directors and/or for newly appointed committee Chairpersons and members, the Board Grant and, where applicable, any Committee Grant shall be granted upon election or appointment to the Board or Board committee, with a grant value, as determined by the 30-trading day period prior to date of election or appointment, pro-rated by the number of days from the date of the prior annual meeting of stockholders to the date of the grant, divided by 365. In each case, the Board Grant and any Committee Grant shall vest on the earlier of (a) the twelve (12)-month anniversary of the grant date and (b) the death or resignation of the director. In the event of death or resignation of the director, the Board Grant and any Committee Grant shall vest pro-rated based on the number of actual days served by the director from the time of the grant to such death or resignation, divided by 365.

In addition, it is anticipated that Mr. Pelizzon will enter into the Company's standard form of indemnification agreement for non-employee directors, a copy of which is attached as Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, filed with the Securities and Exchange Commission on May 5, 2009, and incorporated herein by reference.

There are no other arrangements or understandings between Mr. Pelizzon and any other person pursuant to which he was selected to serve on the Board. There are no family relationships between Mr. Pelizzon and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 5.07 Submission of Matters to a Vote of Security Holders

On June 17, 2020, the Company held its Annual Meeting of stockholders (the "Annual Meeting"). The Company filed its definitive proxy statement on Schedule 14A with the U.S. Securities and Exchange Commission (the "SEC") on April 28, 2020. The proxy statement describes in detail each of the four proposed voting matters (the "Proposals") submitted to the Company's stockholders at the Annual Meeting. As of April 20, 2020, the record date of the Annual Meeting, there were 63,414,384 outstanding shares of the Company's common stock. At the Annual Meeting, a quorum of 47,606,090 shares of the Company's common stock were represented in person or by proxy. The final results for the votes cast with respect to each Proposal are set forth below.

Proposal 1

The stockholders elected each of Evan Bakst, Mortimer Berkowitz III, Quentin Blackford, Jason Hochberg, Karen K. McGinnis, Patrick S. Miles, David H. Mowry, Jeffrey P. Rydin, James L.L. Tullis, Donald A. Williams and Ward W. Woods to serve on the Company's Board for a term of one year until the 2021 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified, or until their earlier death or resignation, by the following vote:

       Nominee                  Votes For    Votes Withheld     Broker Non-Votes
       Evan Bakst               27,083,922      870,298            19,651,870
       Mortimer Berkowitz III   24,341,169     3,613,051           19,651,870
       Quentin Blackford        25,202,796     2,751,424           19,651,870
       Jason Hochberg           27,092,404      861,816            19,651,870
       Karen K. McGinnis        27,687,089      267,131            19,651,870
       Patrick S. Miles         27,352,110      602,110            19,651,870
       David H. Mowry           27,771,913      182,307            19,651,870
       Jeffrey P. Rydin         26,941,770     1,012,450           19,651,870
       James L.L. Tullis        23,453,136     4,501,084           19,651,870
       Donald A. Williams       27,711,860      242,360            19,651,870
       Ward W. Woods            27,576,112      378,108            19,651,870


Proposal 2

The stockholders ratified the selection of Mayer Hoffman McCann P.C. as the Company's independent registered public accounting firm for its fiscal year ending December 31, 2020 by the following vote:

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             Votes For     Votes Against    Abstentions     Broker Non-Votes
             47,444,813       121,443          39,834               0




 Proposal 3

The stockholders approved the amendment of the Company's 2016 Equity Incentive Plan by the following vote:

             Votes For    Votes Against   Abstentions   Broker Non-Votes
             16,132,292    10,499,222      1,322,706       19,651,870




Proposal 4

The stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executed officers by the following vote:

             Votes For    Votes Against   Abstentions   Broker Non-Votes
             23,276,343     3,201,617      1,476,260       19,651,870

No other items were presented for stockholder approval at the Annual Meeting.

Item 9.01 Financial Statements and Exhibits

  (d) Exhibits.




  10.1         Fourth Amendment to the Alphatec Holdings, Inc. 2016 Equity
             Incentive Plan.

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