SeaSpine Holdings Corporation (NASDAQ:SPNE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 19, 2019, our board of directors unanimously voted to increase the authorized number of our directors and to elect Kimberly J. Commins-Tzoumakas and Renee Gaeta to fill the newly created directorships, effective that day. Ms. Commins-Tzoumakas and Ms. Gaeta were each elected as Class II directors and will next be up for election at our 2020 annual meeting of stockholders.
Ms. Commins-Tzoumakas and Ms. Gaeta were each elected upon the recommendation of our nominating and corporate governance committee. Our board of directors determined that each of Ms. Commins-Tzoumakas and Ms. Gaeta qualify as an independent director under applicable SEC and Nasdaq rules. There was no arrangement or understanding between Ms. Commins-Tzoumakas or Ms. Gaeta and any other person under which either of them were elected. As of the date of this report, neither Ms. Commins-Tzoumakas nor Ms. Gaeta have been appointed to a committee of our board of directors.
Ms. Commins-Tzoumakas and Ms. Gaeta will each be compensated in accordance with our standard compensation policies and practices for non-employee directors, the components of which were disclosed in our proxy statement for our 2018 annual meeting of stockholders dated April 19, 2018, and which consists of annual retainers and equity-based compensation. In accordance with our standard compensation policies and practices for non-employee directors, upon election to our board of directors, each of Ms. Commins-Tzoumakas and Ms. Gaeta was granted a restricted stock award covering 5,920 shares of our common stock, which is equal to $100,000 divided by the per share fair market value of our common stock on the date of their election, and which will vest in full on the one-year anniversary of the grant date, subject to continued service through the vesting date and subject to earlier vesting upon death or disability. We also entered into our standard director and officer indemnification agreement with each of Ms. Commins-Tzoumakas and Ms. Gaeta.
Also on February 19, 2019, Cheryl R. Blanchard, Ph.D. tendered her resignation from our board of directors and each of its committees, effective May 30, 2019, the day following our scheduled annual meeting of stockholders. Dr. Blanchard is one of our independent directors and currently serves on the audit committee and chairs the compensation committee of our board of directors. Dr. Blanchard’s decision to resign was not a result of any disagreement with us on any matter relating to our operations, policies or practices.
We issued a press release announcing the matters described above, a copy of which is furnished as Exhibit 99.1.
Item 5.02Financial Statements and Exhibits.
(d)Exhibits
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Exhibit No. |
Description |
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99.1 |
Press release dated February 19, 2019
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SeaSpine Holdings Corp Exhibit
EX-99.1 2 spne8-knewdirectors2019exh.htm EXHIBIT 99.1 Exhibit Exhibit 99.1SeaSpine Appoints Kim Commins-Tzoumakas and Renee Gaeta to its Board of Directors CARLSBAD,…
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About SeaSpine Holdings Corporation (NASDAQ:SPNE)
SeaSpine Holdings Corporation is a medical technology company. The Company is focused on the design, development and commercialization of surgical solutions for the treatment of patients suffering from spinal disorders. The Company operates through the development, manufacture and marketing of orthobiologics and spinal fusion hardware segment. It has a portfolio of orthobiologics and spinal fusion hardware solutions to meet the varying combinations of products that neurosurgeons and orthopedic spine surgeons need to perform fusion procedures in the lumbar, thoracic and cervical spine. It offers a portfolio of orthobiologics and spinal fusion hardware products for the treatment of patients suffering from spinal and other orthopedic disorders. Its orthobiologics products consist of a range of bone graft substitutes that are designed to improve bone fusion rates following a range of orthopedic surgeries, including spine, hip and extremities procedures.
