False000072272300007227232022-05-192022-05-19


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 19, 2022

Hanger, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation)
1-10670
(Commission File Number)
84-0904275
(IRS Employer
Identification No.)

10910 Domain Drive, Suite 300
Austin, Texas 78758
(Address of principal executive offices (zip code))

(512) 777-3800
(Registrant’s telephone number, including area code)

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 (see General Instruction A.2 below):

☐                  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, par value $0.01 per share HNGR 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.   ☐


1



Item 5.07        Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Stockholders of Hanger, Inc. (the “Company”) held on May 19, 2022 (the “Annual Meeting”), the Company's stockholders voted on three proposals as set forth below. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below.

1.The individuals listed below were elected at the Annual Meeting to serve as directors of the Company until the next annual meeting of stockholders or until each of their respective successors have been duly elected and qualified:

Director Nominee Shares Voted in Favor of Shares Withholding Authority Broker Non-Votes
Vinit K. Asar 34,714,039 268,282 2,825,395
Asif Ahmad 34,716,330 265,991 2,825,395
Christopher B. Begley 34,361,165 621,156 2,825,395
John T. Fox 34,715,717 266,604 2,825,395
Thomas C. Freyman 34,606,119 376,202 2,825,395
Stephen E. Hare 33,765,317 1,217,004 2,825,395
Mark M. Jones, MD 34,718,990 263,331 2,825,395
Cynthia L. Lucchese 34,603,757 378,564 2,825,395
Richard R. Pettingill 33,940,961 1,041,360 2,825,395
Kathryn M. Sullivan 34,608,974 373,347 2,825,395
    

2.The approval, on an advisory basis, of the compensation awarded to the Company's named executive officers. This proposal was approved as set forth below:

Shares Voted For Shares Voted Against Abstentions Broker Non-Votes
34,262,557 672,364 47,400 2,825,395

3.The approval of the Hanger, Inc. 2022 Omnibus Incentive Plan. This proposal was approved as set forth below:

Shares Voted For Shares Voted Against Abstentions Broker Non-Votes
33,477,825 1,498,432 6,064 2,825,395

4.The ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022. This proposal was approved as set forth below:

Shares Voted For
Shares Voted Against
Abstentions
37,009,738 728,658 69,320


2

Item 9.01             Financial Statements and Exhibits.

(d)         Exhibits:



EXHIBIT INDEX

Exhibit No.     Description


3

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.

HANGER, INC.
By: /s/ Thomas E. Hartman
Thomas E. Hartman
Senior Vice President, General Counsel and Secretary
Dated: May 20, 2022



4
Hanger (NYSE:HNGR)
Historical Stock Chart
From Feb 2023 to Mar 2023 Click Here for more Hanger Charts.
Hanger (NYSE:HNGR)
Historical Stock Chart
From Mar 2022 to Mar 2023 Click Here for more Hanger Charts.