8-K
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): February 22, 2022

 

TREACE MEDICAL CONCEPTS, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

Delaware

 

001-40355

 

47-1052611

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

 

203 Fort Wade Rd., Suite 150

Ponte Vedra, Florida 32081

 

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (904) 373-5940

 

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:

 

 

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, $0.001 par value per share

 

TMCI

 

The Nasdaq Global Select Market

 

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.

 

 

 


Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 22, 2022, John R. Treace provided notice to the board of directors (the “Board”) of Treace Medical Concepts, Inc. (the “Company”) of his intent to retire from the Board at the expiration of his current term at the 2022 annual meeting of stockholders (the “2022 Annual Meeting”) and not to stand for re-election. Mr. Treace is the father of John T. Treace, the Company’s Founder and Chief Executive Officer, and has served on the Board since 2014. His decision not to stand for re-election was not related to any disagreement with the Company on any matter relating to its operations, policies, practices or any issues regarding financial disclosures, accounting or legal matters.

In connection with the expiration of John R. Treace’s current term at the Company’s 2022 Annual Meeting and in order to achieve an equal balance of directors among the three classes on the Board, the Board approved the reclassification of the Chairman of the Board of Directors, James T. Treace, to be a Class I director, effective upon the expiration of John R. Treace’s term. Accordingly, James T. Treace will stand for election as a Class I Director at the Company’s 2022 Annual Meeting.

 

 

 


SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

 

 

 

 

 

 

 

TREACE MEDICAL CONCEPTS, INC.

 

 

 

 

Date: February 25, 2022

 

 

 

By:

 

/s/ Mark L. Hair

 

 

 

 

 

 

Mark L. Hair

 

 

 

 

 

 

Chief Financial Officer