Orthofix Medical (OFIX) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 10, 2026, with shareholders voting on key proposals including director elections, executive compensation, auditor ratification, and an amendment to the stock purchase plan.

• 2025 saw net sales of $822.3 million, a 2.9% increase, with strong growth in Global Spine Fixation and Bone Growth Therapies.

• Reported net loss was $92.2 million, but adjusted EBITDA improved to $85.9 million, and free cash flow was positive at $3.1 million.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of ten directors, (2) advisory approval of executive compensation, (3) ratification of EY as auditor, and (4) approval of Amendment No. 5 to the Stock Purchase Plan.

• Board recommends voting FOR all proposals.

• Amendment No. 5 increases shares available under the Stock Purchase Plan from 4,850,000 to 6,100,000.

Board of directors and corporate governance

• Board consists of ten directors, nine of whom are independent; all directors are elected annually.

• Board committees include Audit and Finance, Compensation and Talent Development, Compliance and Ethics, and Nominating, Governance and Sustainability.

• Chair and CEO roles are separated; board diversity includes 30% women or ethnic minorities.

• Board and committees had high attendance (97%) and regular executive sessions.