BioTelemetry, Inc. (NASDAQ:BEAT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

BioTelemetry, Inc. (NASDAQ:BEAT) 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 Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

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On February 26, 2019, the Board of Directors (the “Board”) of BioTelemetry, Inc. (the “Company”) appointed Laura Dietch to the Board, filling the existing Class II vacancy and appointed Tiffany Olson to the Board, filling a newly created Class III vacancy. Laura Dietch and Tiffany Olson have each been appointed to serve as a member of the Board’s Audit Committee, and the Board has determined that each is an independent director under Nasdaq listing standards.

Consistent with the other non-employee directors of the Board, each new director will receive an annual retainer of $55,000, payable, at her election, in cash or restricted stock units, and an annual grant of restricted stock units valued at $130,000. In each case, such amounts shall be prorated to reflect the date the director’s service began. Additionally, the Company expects each newly elected director to enter into the Company’s standard indemnification agreement for its directors.

A copy of the press release announcing the appointments to the Board is attached hereto as Exhibit 99.1 to this current report on Form 8-K.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 26, 2019, the Board amended Article IV, Section 15 of the Bylaws of the Company (the “Bylaws”) to allow for the size of the Board to be fixed from time to time via a Board resolution and made a clarifying edit. A copy of the amended and restated Bylaws is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNumber

ExhibitTitle

Bylaws of BioTelemetry, Inc., as amended February 26, 2019 (marked to show changes from former bylaws)

Press release dated February 28, 2019

BIOTELEMETRY, INC. Exhibit
EX-3.2 2 beat22819ex32.htm EXHIBIT 3.2 Exhibit Exhibit 3.2BYLAWSOFBIOTELEMETRY,…
To view the full exhibit click here

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