Current Report Filing (8-k)

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. ☐

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

EXHIBIT INDEX

Exhibit No. Description


4.1						Hanger, Inc. 2022 Omnibus Incentive Plan.

4.2						Form of Restricted Stock Unit Agreement for Employees under the 2022 Omnibus Incentive Plan.

4.3						Form of Performance Share Unit and Restricted Stock Unit Agreement for Employees under the 2022 Omnibus Incentive Plan.

4.4						Form of Performance Share Unit Agreement for Employees under the 2022 Omnibus Incentive Plan.

4.5						Form of Restricted Stock Unit Agreement for Non-Employee Directors under the 2022 Omnibus Incentive Plan.

104						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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.