Atrion Corporation (NASDAQ:ATRI) 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 March 13, 2017, the Board of Directors of Atrion Corporation
(the Company) voted to increase the total number of directors
constituting the Board of Directors from five to six and elected
Preston G. Athey to serve as a member of the Board of Directors
of the Company as a Class II director, effective immediately,
with his term to expire at the 2018 annual meeting of
stockholders. In addition, the Board of Directors will consider
the appointment of Mr. Athey to one or more of its committees at
the regular meeting of the Board of Directors to be held in
conjunction with the Companys 2017 annual meeting of
stockholders. The Board of Directors has determined that Mr.
Athey is an independent director within the meaning of the NASDAQ
Stock Market, Inc. listing rules.
In connection with his service as a director, Mr. Athey will
participate in the Companys previously disclosed director
compensation program, as described in the Director Compensation
section of the Companys Proxy Statement for the 2016 annual
meeting of stockholders of the Company, which was filed with the
Securities and Exchange Commission (the Commission) on April 12,
2016. Annual cash compensation and stock awards will be pro-rated
from the date of Mr. Atheys election to the Board of Directors.
In connection with Mr. Atheys election to the Board of Directors,
the Company is entering into an indemnification agreement (the
Indemnification Agreement) with Mr. Athey substantially the same
as the indemnification agreements to which all of the other
members of the Board of Directors are parties. The
Indemnification Agreement provides for the indemnification by the
Company for certain liabilities and expenses incurred as a result
of actions brought, or threatened to be brought, against Mr.
Athey in connection with his status or service as a member of the
Board of Directors and to advance his expenses incurred as a
result of any proceeding for which he may be entitled to
indemnification. The foregoing description is not complete and is
qualified in its entirety by reference to the full text of the
form of Indemnification Agreement, which is filed as Exhibit 10v
to the Companys Annual Report on Form 10-K for the year ended
December 31, 2012 which was filed with the Commission on March
There are no arrangements or understandings between Mr. Athey and
any other person to which Mr. Athey was elected as a director of
the Company. There are no transactions in which Mr. Athey had or
will have an interest that would be required to be disclosed to
Item 404(a) of Regulation S-K under the Securities Exchange Act
of 1934, as amended (the Exchange Act).
Item 7.01. Regulation FD Disclosure.
A copy of the press release issued by the Company to announce the
election of Mr. Athey as a director is included as Exhibit 99.1
to this Current Report on Form 8-K.
The information in Item 7.01 of this Current Report is being
furnished and shall not be deemed filed for purposes of Section
18 of the Exchange Act, or otherwise subject to the liabilities
of that section. Such information shall not be incorporated by
reference into any registration statement or other document to
the Securities Act of 1933, as amended, or the Exchange Act,
unless it is specifically incorporated by reference therein.
Item 9.01. Financial Statements and Exhibits.
|99.1||Press release dated March 13, 2017 issued by the Company.|
About Atrion Corporation (NASDAQ:ATRI)
Atrion Corporation (Atrion) is engaged in developing and manufacturing products, primarily for medical applications. The Company’s medical products range from fluid delivery devices to ophthalmic and cardiovascular products. Its fluid delivery products include valves that promote infection control and needle safety. It has developed a range of valves designed to fill, hold and release controlled amounts of fluids or gasses on demand for use in various intubation, intravenous, catheter and other applications in areas, such as anesthesia and oncology. Its cardiovascular product, MPS2 Myocardial Protection System (MPS2), is the system used in open-heart surgery that delivers fluids and medications, mixes critical drugs and controls temperature, pressure and other variables. Atrion is a manufacturer of specialized medical devices that disinfect contact lenses. Its other medical and non-medical product lines consist of instrumentation and associated disposables. Atrion Corporation (NASDAQ:ATRI) Recent Trading Information
Atrion Corporation (NASDAQ:ATRI) closed its last trading session up +2.90 at 467.00 with 5,531 shares trading hands.