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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 16, 2023

 

 

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 No.)

 

 

 

 

 

100 Palmetto Park Place

 

Ponte Vedra, Florida

 

32081

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (904) 373-5940

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

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 16, 2023, F. Barry Bays and Thomas Timbie provided notice to the board of directors (the “Board”) of Treace Medical Concepts, Inc. (the “Company”) of their intent to retire from the Board at the expiration of their current terms at the 2023 annual meeting of stockholders (the “2023 Annual Meeting”) and not to stand for re-election. Messrs. Bays and Timbie have served on the Board since June 2014 when the Company was founded. Their decisions not to stand for re-election were 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 these directors' current term at the Company’s 2023 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 director Jane E. Kiernan to be a Class II director, effective immediately prior to the 2023 Annual Meeting. Accordingly, Ms. Kiernan will stand for election as a Class II Director at the Company’s 2023 Annual Meeting.

 

 

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.

 

 

 

TREACE MEDICAL CONCEPTS, INC.

 

 

 

 

Date:

February 23, 2023

By:

 

 

 

 

/s/ Mark L. Hair, Chief Financial Officer