Additional Proxy Soliciting Materials (definitive) (defa14a)
May 17 2019 - 6:33AM
Edgar (US Regulatory)
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
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Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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WRIGHT MEDICAL GROUP N.V.
(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 the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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(4)
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Date Filed:
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*** Exercise Your
Right
to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on June 28, 2019. WRIGHT MEDICAL GROUP N.V.
Meeting
Information
Meeting
Type:
Annual General Meeting
For holders as of:
May 31, 2019
Date:
June 28, 2019
Time:
12:00 p.m. Central European Time
Location:
Prins Bernhardplein 200 1097 JB Amsterdam The Netherlands
WRIGHT MEDICAL GROUP N.V.
PRINS
BERNHARDPLEIN 200
1097 JB AMSTERDAM
THE NETHERLANDS
You are receiving this communication because you hold shares in the company named above.
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are
available to you on the Internet. You may view the proxy materials online at
www.proxyvote.com
or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting.
See the reverse side of this notice to obtain proxy
materials and voting instructions.
Before
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
NOTICE AND PROXY STATEMENT ANNUAL REPORT
How to View Online:
Have the information that is printed in the box
marked by the arrow
XXXX XXXX XXXX XXXX
(located on the following page) and visit:
www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your
request: 1)
BY INTERNET
: www.proxyvote.com 2)
BY TELEPHONE
: 1-800-579-1639
3)
BY E-MAIL*
: sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the
box marked by the arrow
XXXX XXXX XXXX XXXX
(located on the
following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before June 14, 2019 to
facilitate timely delivery.
How
To Vote
Please Choose One of the Following Voting Methods
Vote In Person:
Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket
issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
Vote By Internet:
To vote now by Internet, go to
www.proxyvote.com.
Have the information that is printed in the box marked by the
arrow
g
XXXX XXXX XXXX XXXX
(located on the following page) available and follow the instructions.
Vote By Mail:
You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
Voting Items The Board of Directors recommends you vote FOR the following
proposals:
1. Appointment of an executive director nominated by theBoard of Directors
Appointment of eight
non-executive directors nominated
by the Board of Directors
Nominee:
1a. Appointment of Robert J. Palmisano for executive director. Mark "For" to appoint
Palmisano.
Nominees:
1b. Appointment of David D. Stevens for nonexecutive director. Mark "For" to appoint Stevens.1c. Appointment of Gary D. Blackford for non-executive director. Mark "For" to appoint
Blackford.1d. Appointment of J. Patrick Mackin for nonexecutive director. Mark "For" to appoint Mackin.1e. Appointment of John L. Miclot for non-executive director. Mark "For" to appoint Miclot.1f. Appointment of Kevin C. O’Boyle for
nonexecutive director. Mark "For" to appoint O’Boyle. 1g. Appointment of Amy S. Paul for non-executive director. Mark "For" to appoint Paul.1h. Appointment of Richard F. Wallman for nonexecutive director. Mark "For" to appoint Wallman. 1i.
Appointment of Elizabeth H. Weatherman for non-executive director. Mark "For" to appoint
Weatherman. 2. Ratification of the appointment of KPMG LLP as our independent
registered
public accounting firm for the fiscal year ending
December 29, 2019.
3. Appointment of KPMG N.V. as the auditor for our Dutch statutory
annual accounts for the fiscal year ending December 29, 2019.4. Adoption of our Dutch statutory annual accounts for the fiscal year
ended December 30, 2018. 5. Release of each member of
our board of directors from
liability with respect to the exercise of his or her duties
during the fiscal year ended December 30, 2018.10. Approval, on an
advisory basis, of our executive
compensation.9. Approval of the Wright Medical Group N.V. Amended
and Restated 2017 Equity and Incentive Plan.7. Limited
authorization of our board of directors to issue
ordinary shares or grant rights to subscribe for ordinary
shares up to 20% of our issued and outstanding shares
at the time of the issue until June 28, 2021.
8. Limited authorization of our board of directors to resolve
to exclude or
restrict our shareholders’ pre-emptive rights
under Dutch law with respect to the ordinary shares and rights to subscribe therefor that the board of directors
may
issue or grant pursuant to the authority in proposal 7 above until June 28, 2021.6. Extension of the authority of our board of directors
to repurchase up to 10% of our issued share capital
(including depositary receipts issued for our shares)
until December 28, 2020 on the open market, through
privately
negotiated transactions or in one or more selftender
offers for a price per share (or depositary receipt)
not less than the nominal value of a share and not
higher
than 110% of the market price of a share (or depositary receipt) at the time of the transaction.
Said attorneys and proxies, or other substitutes (or if
only one),
at said meeting, may exercise all of the powers hereby given.
Any proxy heretofore given is hereby revoked.
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