UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) of ~~The~~the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July ~~May 21~~2, 2025

ALIGN TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-32259

94-3267295

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

410 North Scottsdale Road, Suite 1300, Tempe, Arizona 85288

(Address of principal executive offices) (Zip Code)

(602) 742-2000

(Registrant’s telephone number, including area code)

Not applicable

(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, $0.0001 par value	ALGN	The NASDAQ Stock Market LLC
		(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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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~~Arrangement of Certain Officers.

OnThe ~~May~~Board ~~21,~~of ~~2025,~~Directors ~~Align Technology, Inc.~~ (the “~~Company~~Board”) ~~held~~of ~~its~~Align ~~2025~~Technology, ~~Annual~~Inc. ~~Meeting of Stockholders~~ (the “~~Annual Meeting~~Company”). Atappointed ~~the~~Britt ~~Annual~~Vitalone, ~~Meeting~~56, ~~the Company’s stockholders approved an amendment~~ to the ~~Align Technology~~Board, ~~Inc.~~effective ~~2005~~July ~~Incentive~~2, ~~Plan~~2025. ~~(as~~In ~~amended~~connection towith ~~date~~this appointment, the ~~“Incentive~~Board ~~Plan”).~~increased Athe ~~summary~~size of the ~~Incentive~~Board ~~Plan’s~~from ~~principal~~ten ~~provisions~~to iseleven ~~set~~directors. ~~forth~~The ~~in the~~ Company’s ~~2025~~expects ~~Proxy~~Mr. ~~Statement,~~Vitalone ~~dated~~to ~~April~~stand 8,for ~~2025~~election (at the ~~“Proxy~~next ~~Statement”),~~annual inmeeting ~~the~~of ~~section~~stockholders, ~~entitled~~which ~~“Company~~is ~~Proposal~~expected 5:to ~~Approval~~be ofheld anin ~~Amendment~~May to2026. ~~the~~The ~~Align~~Board ~~Technology,~~also ~~Inc~~appointed Mr. ~~2005~~Vitalone ~~Incentive~~to ~~Plan,”~~serve ~~which~~on ~~summary~~the isAudit ~~incorporated~~Committee, ~~herein~~effective byJuly ~~reference~~2, 2025.

~~The~~Mr. ~~description~~Vitalone ofwill participate in the ~~Incentive~~compensation ~~Plan~~program isfor ~~qualified~~non-employee indirectors ~~its~~as ~~entirety~~described byunder ~~reference~~the toheading “Director Compensation” in the ~~Incentive~~Company’s ~~Plan,~~definitive ~~which~~proxy isstatement on Schedule 14A, filed aswith ~~Exhibit~~the ~~10.1~~Securities toand ~~this~~Exchange ~~Current~~Commission ~~Report~~(the “SEC”) on ~~Form~~April 8-K, 2025, except that the annual retainer and equity grant will be prorated to reflect service from the date of appointment until the Company’s annual meeting of stockholders in 2026.

~~Item 5~~Mr.~~07 Submission~~ ofVitalone ~~Matters~~has toalso entered into a ~~Vote~~director indemnification agreement with the Company, the form of ~~Security~~which ~~Holders~~is disclosed as Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 28, 2025, and which is incorporated by reference herein.

OnThere ~~May~~is ~~21,~~no ~~2025,~~arrangement ~~the~~or ~~Company~~understanding ~~held~~between ~~the~~Mr. ~~Annual~~Vitalone ~~Meeting~~and any other person pursuant to which he was selected as a director. ~~The~~Mr. ~~voting~~Vitalone ~~results~~has ~~for~~no ~~each~~direct ~~item~~or ofindirect ~~business~~material ~~presented~~interest atin ~~the~~any ~~Annual~~existing ~~Meeting,~~or ascurrently ~~certified~~proposed bytransaction ~~the~~that ~~Company’s~~would ~~inspector~~require ofdisclosure ~~elections,~~under ~~are~~Item ~~set~~404(a) ~~forth~~of ~~below:~~Regulation S-K.

~~Proposal~~A 1:copy ~~Election~~ of the ~~ten~~press ~~director~~release ~~nominees~~announcing ~~named~~Mr. ~~below~~Vitalone’s atappointment ~~the Annual Meeting, each~~ to ~~serve~~the ~~for~~Board ais ~~one-year~~furnished ~~term~~as orExhibit ~~until~~99.1 ato ~~successor~~this isCurrent ~~duly~~Report ~~elected~~on orForm ~~appointed and qualified~~8-K.

Name	For	Against	Abstain	Broker Non-Votes
C. Raymond Larkin, Jr.	54,474,865	4,586,871	117,347	4,054,395
Kevin T. Conroy	58,380,774	682,189	116,120	4,054,395
Kevin J. Dallas	58,368,991	694,010	116,083	4,054,395
Joseph M. Hogan	58,287,184	773,858	118,041	4,054,395
Joseph Lacob	50,773,192	8,289,939	115,952	4,054,395
George J. Morrow	52,093,031	6,970,070	115,980	4,054,395
Anne M. Myong	57,637,377	1,425,893	115,812	4,054,395
Mojdeh Poul	55,729,933	3,003,047	446,103	4,054,395
Andrea L. Saia	56,803,556	2,259,347	116,178	4,054,395
Susan E. Siegel	57,869,341	1,194,265	115,477	4,054,395

Proposal 2: An advisory (non-binding) vote to approve the compensation of the Company’s named executive officers.

For			Against			Abstain			Broker Non-Votes
51,634,314			7,428,786			115,975			4,054,395

Proposal 3: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

For			Against			Abstain
57,008,920			6,117,545			107,001

Proposal 4: Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to replace each supermajority provision with a simple majority vote requirement.

For			Against			Abstain			Broker Non-Votes
58,954,113			154,482			70,487			4,054,395

Proposal 5: Approval of an amendment to the Align Technology, Inc. 2005 Incentive Plan to increase the number of shares authorized for issuance thereunder.

For			Against			Abstain			Broker Non-Votes
56,414,846			2,513,458			250,776			4,054,395

Proposal 6: Advisory vote to allow stockholders owning 25% of the Company’s outstanding common stock to call a special meeting of stockholders.

For			Against			Abstain			Broker Non-Votes
38,706,293			14,717,639			5,755,142			4,054,395

Proposal 7: Support for shareholder ability to call for a special shareholder meeting.

For			Against			Abstain			Broker Non-Votes
26,687,164			32,371,257			120,650			4,054,395

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.			Description
10.1			Align Technology, Inc. 2005 Incentive Plan (as amended on May 21, 2025)
99.1			Press Release of Align Technology, Inc. Announcing Britt Vitalone Joins Align Board of Directors
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

ALIGN TECHNOLOGY, INC. By: /s/ ~~Julie~~John ~~Coletti~~Morici ~~Julie~~John ~~ColettiExecutive~~MoriciChief ~~Vice~~Financial ~~President,~~Officer ~~Chief~~and ~~Legal~~Executive ~~and~~Vice ~~Regulatory~~President, ~~Officer~~Global Finance

Date: ~~May~~July 212, 2025

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