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): July ~~May 19~~21, 2022

Hanger, Inc.

(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdictionof incorporation) 1-10670(Commission File Number) 84-0904275(IRS EmployerIdentification No.)

Delaware	1-10670	84-0904275
(State or other jurisdiction of incorporation)	(Commission File Number)	(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)

☐ x 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	Name of each exchange on which registered	~~Trading Symbol(s)~~			~~Name of each exchange on which registered~~
Common Stock, par value $0.01 per share	HNGR	New York Stock Exchange	~~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. ☐ ¨

1Item 8.01 Other Events.

~~Item~~On 5July 21, 2022, Hanger, Inc.~~07 Submission~~, a Delaware corporation (the “Company” or “Hanger”), entered into an Agreement and Plan of ~~Matters~~Merger to(the “Merger Agreement”) with Hero Parent, Inc., a ~~Vote~~Delaware corporation (“Parent”), and Hero Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of ~~Security~~Parent ~~Holders~~(“Merger Sub”). Parent and Merger Sub are indirect subsidiaries of funds managed and advised by Patient Square Capital.

AtOn ~~the~~July 21, ~~Annual Meeting of Stockholders of Hanger~~2022, ~~Inc. (~~the “ Company”) ~~held~~issued ona ~~May~~press ~~19,~~release ~~2022~~announcing (the ~~“Annual~~Merger ~~Meeting”)~~Agreement, ~~the~~a ~~Company's~~copy ~~stockholders~~of ~~voted~~which onis ~~three~~filed ~~proposals~~ as ~~set~~Exhibit 99.1 ~~forth~~to ~~below~~this report. The information ~~number~~required ofto ~~votes~~be ~~cast~~reported ~~for~~on ~~and~~Form 8-K with ~~against~~respect ~~and~~to the ~~number~~Merger ofAgreement ~~abstentions~~will ~~and~~be ~~broker~~filed ~~non-votes~~in ~~with~~a ~~respect~~separate toCurrent ~~each~~Report on ~~matter voted upon are set forth below~~Form 8-K.

~~1.The~~Additional ~~individuals~~Information ~~listed~~and ~~below~~Where ~~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:~~Find It

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

This report relates to the proposed merger (the “Merger”) of Hanger and Merger Sub pursuant to the terms of the Merger Agreement. Parent and Merger Sub are indirect subsidiaries of funds managed and advised by Patient Square Capital. A special meeting of the stockholders of Hanger will be announced as promptly as practicable to seek stockholder approval in connection with the proposed Merger. Hanger expects to file with the Securities and Exchange Commission (“SEC”) a proxy statement and other relevant documents in connection with the proposed Merger. Stockholders of Hanger are urged to read the definitive proxy statement and other relevant materials filed with the SEC when they become available because they will contain important information about Hanger, Parent, Merger Sub and the Merger. Stockholders may obtain a free copy of these materials (when they are available) and other documents filed by Hanger with the SEC at the SEC’s website at www.sec.gov, at Hanger’s website at http://www.corporate.hanger.com or by sending a written request to our Corporate Secretary at our principal executive offices at 10910 Domain Drive, Suite 300, Austin, Texas 78758.

~~2.The~~Participants ~~approval,~~in ~~on an advisory basis, of~~ the ~~compensation awarded to the Company's named executive officers. This proposal was approved as set forth below:~~Solicitation

Shares Voted For			Shares Voted Against			Abstentions			Broker Non-Votes
34,262,557			672,364			47,400			2,825,395

Hanger, its directors and certain of its executive officers and employees may be deemed to be participants in soliciting proxies from its stockholders in connection with the Merger. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of Hanger’s stockholders in connection with the Merger and any direct or indirect interests they have in the Merger will be set forth in Hanger’s definitive proxy statement for its special stockholder meeting when it is filed with the SEC. Information relating to the foregoing can also be found in Hanger’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on February 28, 2022 and Hanger’s definitive proxy statement for its 2022 Annual Meeting of Stockholders (the “Annual Meeting Proxy Statement”) filed with the SEC on April 7, 2022. To the extent that holdings of Hanger’s securities have changed since the amounts set forth in the Annual Meeting Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.

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

Forward-Looking Statements

This report contains statements that are forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include information concerning the proposed Merger and the ability to consummate the proposed Merger, our liquidity and our possible or assumed future results of operations, including descriptions of our business strategies. These statements often include words such as “believe,” “expect,” “project,” “potential,” “anticipate,” “intend,” “plan,” “estimate,” “seek,” “will,” “may,” “would,” “should,” “could,” “forecasts” or similar words. These statements are based on certain assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate in these circumstances. We believe these assumptions are reasonable, but you should understand that these statements are not guarantees of performance or results, and our actual results could differ materially from those expressed in the forward-looking statements due to a variety of important factors, both positive and negative, that may be revised or supplemented in subsequent releases or reports. These statements involve risks, estimates, assumptions, and uncertainties that could cause actual results to differ materially from those expressed in these statements and elsewhere in this report. These uncertainties include, but are not limited to, the inability to consummate the Merger within the anticipated time period, or at all, due to any reason, including the failure to obtain required regulatory approvals, satisfy the other conditions to the consummation of the Merger or complete necessary financing arrangements; the risk that the Merger disrupts our current plans and operations or diverts management’s attention from its ongoing business; the effects of the Merger on our business, operating results, and ability to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom we do business; the risk that our stock price may decline significantly if the Merger is not consummated; the nature, cost and outcome of any legal proceedings related to the Merger; the financial and business impacts of COVID-19 on our operations and the operations of our customers, suppliers, governmental and private payers and others in the healthcare industry and beyond; labor shortages and increased turnover in our employee base; contractual, inflationary and other general cost increases, including with regard to costs of labor, raw materials and freight; federal laws governing the health care industry; governmental policies affecting O&P operations, including with respect to reimbursement; failure to successfully implement a new enterprise resource planning system or other disruptions to information technology systems; the inability to successfully execute our acquisition strategy, including integration of recently acquired O&P clinics into our existing business; changes in the demand for our O&P products and services, including additional competition in the O&P services market; disruptions to our supply chain; our ability to enter into and derive benefits from managed-care contracts; our ability to successfully attract and retain qualified O&P clinicians; and other risks and uncertainties generally affecting the health care industry. For additional information and risk factors that could affect the Company, see its Form 10-K for the year ended December 31, 2021 and Quarterly Report on Form 10-Q for the three months ended March 31, 2022, each as filed with the Securities and Exchange Commission. The information contained in this report is made only as of the date hereof, even if subsequently made available by the Company on its website or otherwise.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits:

EXHIBIT INDEX

Exhibit No. Description

Exhibit No.		Description

99.1		Press Release, dated July 21, 2022.

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

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.

HANGER, INC.		~~HANGER, INC.~~
By:	/s/ Thomas E. Hartman	~~By:~~	~~/s/ Thomas E. Hartman~~
	Thomas E. Hartman		~~Thomas E. Hartman~~
			Senior Vice President, General Counsel and Secretary
	Senior Vice President, Secretary and General Counsel
		Dated: May 20, 2022
Dated: July 21, 2022

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