NUVASIVE, INC. (NASDAQ:NUVA) Files An 8-K Results of Operations and Financial Condition
Item 2.02Results of Operations and Financial Condition.

On July27, 2017, NuVasive, Inc. (the “Company”) issued a press release (the “Earnings Press Release”) announcing its financial results for the quarter ended June30, 2017. A copy of the Earnings Press Release is furnished as Exhibit99.1 to this Current Report.

Item 2.02Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

On July27, 2017, the Company issued a press release (the “Organizational Press Release”) announcing updates to its organizational structure, including changes in management roles and responsibilities. A copy of the Organizational Press Release is furnished as Exhibit99.2 to this Current Report. The updated organizational structure includes the changes disclosed under this Item 2.02.

Jason Hannon, the Company’s President and Chief Operating Officer, is stepping down from his position effective August1, 2017. Mr.Hannon indicated that he is stepping down to pursue other interests. Mr.Hannon will remain employed by the Company through September1, 2017, and will thereafter serve as a consultant to the Company in an advisory capacity through December31, 2017. The Company entered into a letter agreement with Mr.Hannon, dated July27, 2017, which provides that Mr.Hannon shall receive remuneration as a consultant at his current base salary rate and, subject to his continued service to the Company in good standing through December31, 2017, will remain eligible to receive an annual performance bonus for the year ended December31, 2017 pro-rated for the period January1, 2017 – September1, 2017. The foregoing information is a summary of select terms from the letter agreement, is not complete, and is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as an Exhibit 99.3 to this Current Report.

Quentin Blackford, the Company’s Chief Financial Officer, tendered his resignation effective August25, 2017. Mr.Blackford indicated that he is pursuing another opportunity outside the spine industry and has agreed to remain with the Company during this transition period. Mr.Blackford’s resignation is not the result of any dispute or disagreement with the Company, including any matters relating to the Company’s accounting practices or financial reporting. The Company intends to commence a search for a successor to Mr.Blackford.

Matthew Link, the Company’s President, U.S. Commercial, has been appointed to the role of Executive Vice President, Strategy, Technology and Corporate Development, effective August1, 2017. In this newly created position, Mr.Link will lead product and systems development, global marketing, surgeon education, clinical research, and corporate development.

Mr.Link, age 42, has served as the Company’s President, U.S. Commercial, since July 2015. Mr.Link previously served as the Company’s President, U.S. Sales and Service, from January 2015 to July 2015, Executive Vice President of U.S. Sales, from January 2013 to January 2015, and Senior Vice President of Sales for the U.S. Eastern region, from January 2012 to December 2012. Mr.Link joined the Company in 2006 and has more than 15 years of experience in the healthcare industry, including prior service in several regional sales positions with DePuy Orthopedics and DePuy Spine. Mr.Link received a BSEd in Physical Education and Sports Medicine from the University of Virginia.

Upon his appointment as Executive Vice President, Strategy, Technology and Corporate Development, Mr.Link’s base salary will increase to $500,000 per year effective August1, 2017, and he will be eligible to receive an annual bonus payment at a target level of $450,000. Mr.Link will also receive a one-time long-term incentive (“LTI”) award in the form of performance restricted stock units (“PRSUs”), to be granted on August1, 2017 with a grant date value of $500,000. The PRSUs will be payable in shares of Company common stock at 0-150% of target, based on revenue achievement for the performance period July1, 2017 – December31, 2017. The shares subject to the PRSUs will cliff vest on August1, 2020, subject to Mr.Link’s continued service with the Company and compliance with the terms of the grant agreement. Mr.Link will continue to be eligible for grants of LTI awards and other Company benefits.

Stephen Rozow, the Company’s Vice President, Global Operations, has been appointed to the role of Executive Vice President, Global Process Transformation, effective August1, 2017. In this expanded role, Mr.Rozow will have oversight of the Company’s information technology, regulatory affairs, and quality assurance teams, in addition to his current manufacturing and supply chain responsibilities.

Mr.Rozow, age 48, has served as the Company’s Vice President, Global Operations, since April 2015. Prior to joining the Company, from November 2012 to April 2015, Mr.Rozow was with Rauland-Borg, most recently serving as EVP and Chief Operating Officer. Prior to joining Rauland-Borg, Mr.Rozow spent over 20 years with Zimmer, Inc., including senior roles in global manufacturing and operations. Mr.Rozow earned his B.S. in Mechanical Engineering from Purdue University and an M.B.A from the University of Notre Dame.

Upon his appointment as Executive Vice President, Global Process Transformation, Mr.Rozow’s base salary will increase to $395,000 per year effective August1, 2017, and he will be eligible to receive an annual bonus payment at a target level of $296,250. Mr.Rozow will continue to be eligible for grants of LTI awards and other Company benefits.

Additional changes to management roles and responsibilities are disclosed in Item 2.02 of this Current Report.

During a conference call scheduled to be held at 4:30 p.m. Eastern Time on July27, 2017, the Company’s Chairman and Chief Executive Officer and the Company’s Chief Financial Officer will discuss the Company’s results for the quarter ended June30, 2017 and the Company’s outlook for the year ending December31, 2017. The Earnings Press Release is furnished as Exhibit 99.1 to this Current Report. The Company’s slide presentation for the conference call is furnished as Exhibit 99.4 to this Current Report.

The information contained in this Current Report to Item 2.02 (Results of Operations and Financial Condition) and Item 2.02 (Regulation FD Disclosure) and Exhibit 99.1, Exhibit 99.2 and Exhibit 99.4 hereto shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

In the Organizational Press Release, the Company also announced that it is integrating its current U.S. Commercial and International sales functions into a Global Commercial organization. Effective August1, 2017, Skip Kiil, the Company’s Executive Vice President, International, is named Executive Vice President, Global Commercial.

(d)Exhibits.

NUVASIVE INC Exhibit
EX-99.1 2 d431643dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 NEWS RELEASE NUVASIVE REPORTS SECOND QUARTER 2017 FINANCIAL RESULTS SAN DIEGO,…
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About NUVASIVE, INC. (NASDAQ:NUVA)

Nuvasive, Inc. is a medical device company in the spine market. The Company focuses on developing minimally-disruptive surgical products and procedurally-integrated solutions for the spine. The Company offers two product lines: spine surgery products and biologics. The Company’s spine surgery products line offerings include thoracolumbar product offerings, cervical product offerings, Intra-Operative Monitoring (IOM) services and disposables, which are used to enable access to the spine and to perform restorative and fusion procedures in a minimally disruptive fashion. The Company’s biologics product line offerings includes allograft (donated human tissue), FormaGraft (a collagen synthetic product), Osteocel Plus and Osteocel Pro (each an allograft cellular matrix containing viable mesenchymal stem cells (MSCs)), and AttraX (a synthetic bone graft material), all of which are used to aid the spinal fusion or bone healing process.