SEC Filings

XTANT MEDICAL HOLDINGS, INC. filed this Form DEF 14A on 12/08/2017
Entire Document



Board Meetings; Attendance at Annual Stockholders Meeting


The Board of Directors met 9 times during fiscal 2016. All directors attended at least 75% of the meetings of the Board and Board Committees on which the director served during the last fiscal year. The Company does not have a formal policy on Board member attendance at annual meetings of stockholders, but encourages Directors to attend. All Board members serving at the time of the Company’s 2016 annual meeting of stockholders attended the annual meeting.


Board Leadership Structure and Risk Oversight


The Board is led by Kent Swanson in his role as Chairman. Mr. Swanson is an independent director. The Company believes this structure is appropriate because it enables the Board to provide independent oversight and guidance.


The Board of Directors has overall responsibility for risk oversight with a focus on the most significant risks facing the Company. The Board of Directors relies upon the Chief Executive Officer to supervise day-to-day risk management, and the Chief Executive Officer reports directly to the Board and certain committees on such matters as appropriate.


Stockholder Communications


The Board does not have a formal process for stockholders to send communications to the Board of Directors and does not feel that such a process is necessary at this time. If the Company receives stockholder communications that cannot be properly addressed by officers of the Company, the officers bring the matter to the attention of the Board of Directors.


Corporate Governance


The Company has adopted a Code of Ethics for the CEO and Senior Financial Officers, as well as a Code of Conduct that applies to all directors, officers and employees. Our corporate governance materials, including our Code of Conduct and our Code of Ethics for the CEO and Senior Financial Officers, are available on our website at (click “Investors” and “Corporate Governance”).




Our Board has the following committees and committee members (all of whom are independent directors):


Audit   Compensation   Nominations and
Corporate Governance
  Special Strategic
Mr. Lopach, Chair   Mr. Buckman, Chair   Mr. Deedrick, Chair   Mr. Deedrick, Chair   Mr. Deedrick, Chair
Mr. Buckman   Mr. Lopach   Mr. Mazzocchi   Mr. Mazzocchi   Mr. Mazzocchi
Mr. Mazzocchi   Mr. Timko   Mr. Timko   Mr. Timko   Mr. Timko
            Mr. Buckman   Mr. Buckman


Our Audit Committee, Compensation Committee, and Nominations and Corporate Governance Committee charters are posted on our website at (click “Investors” and “Corporate Governance”). A description of each committee's function and number of meetings during fiscal 2016 follows.


Audit Committee


The purpose of the Audit Committee is to assist the oversight of our Board of Directors of the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory matters, the independent auditor’s qualifications and independence, and the performance of the Company’s independent auditor and internal audit function. The primary responsibilities of the Audit Committee are set forth in its charter, and include various matters with respect to the oversight of the Company’s accounting and financial reporting process and audits of the financial statements of the Company. The Audit Committee also selects the independent auditor to conduct the annual audit of the financial statements of the Company; reviews the proposed scope of such audit; reviews accounting and financial controls of the Company with the independent auditor and our financial accounting staff; and reviews and approves transactions between the Company and directors, officers, and affiliates.