The information set forth in Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

On March 4, 2019, Cantel Medial Corp. (the Company) appointed George L. Fotiades as President and Chief Executive Officer of the Company effective immediately.

Mr. Fotiades, age 65, has served as a director of the Company since 2008 and as Vice Chairman of the Companys Board of Directors (the Board) since April 2008. He has served as Operating Partner at Five Arrows Capital Partners (Rothschild Merchant Banking), since April 2017. From April 2007 through April 2017, Mr. Fotiades was a Partner, Healthcare investments at Diamond Castle Holdings, LLC, a private equity firm. For more than five years prior thereto, he served as President and COO of Cardinal Health, Inc., a leading provider of healthcare products and services. Prior to that position, he served as President and CEO of Cardinal Health, Inc.’s Pharmaceutical Technologies and Services segment, as well as in a variety of executive roles, including president of Warner-Lambert’s consumer healthcare business and senior positions at Bristol-Myers Squibb, Wyeth and Procter Gamble. Mr. Fotiades is also a director of Prologis, Inc. (NYSE), a leading owner, operator and developer of industrial real estate, and Chairman of the Board of AptarGroup Inc. (NYSE), a leader in the global dispensing systems industry.

The Company, upon recommendation and approval by the Companys Compensation Committee, has approved the following compensation for Mr. Fotiades, which was set forth in an offer letter from the Company to Mr. Fotiades dated as of March 4, 2019:

Mr. Fotiades replaces Mr. Jorgen B. Hansen, who resigned as the Companys President and Chief Executive Officer on March 4, 2019. On the same day, Mr. Hansen also resigned as a director of the Company. Mr. Hansen did not resign from his position as a director as a result of any disagreement with the Company on any matter relating to the Companys operations, policies or practices.

In connection with his resignation, the Company and Mr. Hansen entered into a Separation Agreement and General Release, which provides for the following, among other terms, all subject to the terms and conditions of the Separation Agreement and General Release:

The foregoing summarizes Separation Agreement and General Release but does not purport to be complete and is qualified in its entirety by the terms and conditions of the Separation Agreement and General Release, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Separation Agreement and General Release supersedes the Amended Executive Severance Agreement dated as August 1, 2016 between the Company and Mr. Hansen, which has been previously filed with the Securities and Exchange Commission and is now terminated.

Item 8.01 Other Events

A copy of the Companys press release dated March 5, 2019 announcing the events described under Items 1.01 and 5.02 above is included in this filing as Exhibit 99.1.

Item 9.01 Financial Statements, Pro-Forma Financial Information and Exhibits

(d) Exhibits

Exhibit 10.1Offer Letter dated as of March 4, 2019 between the Company and George L. Fotiades.

Exhibit 10.2Separation Agreement and General Release dated as of March 8, 2019 between the Company and Jorgen B. Hansen.

Exhibit 10.3Confidentiality and Non-Competition Agreement dated as of March 4, 2019 between the Company and George L. Fotiades.

Exhibit 99.1Press Release date March 5, 2019

CANTEL MEDICAL CORP Exhibit
EX-10.1 2 cantelofferletterex101.htm EXHIBIT 10.1 Exhibit Exhibit 10.1 March 2,…
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About CANTEL MEDICAL CORP. (NYSE:CMD)

Cantel Medical Corp. is a provider of infection prevention products and services in the healthcare market. The Company’s operating segments include Endoscopy; Water Purification and Filtration; Healthcare Disposables, and Dialysis. Its Endoscopy segment includes medical device reprocessing systems, disinfectants, detergents and other supplies. The Company’s Water Purification and Filtration segment includes water purification equipment and services, filtration and separation products, and disinfectant, sterilization and decontamination products and services. Its Healthcare Disposables segment includes single-use, infection prevention and control healthcare products. The Company’s Dialysis segment includes medical device reprocessing systems, sterilants/disinfectants, dialysate concentrates and other supplies for renal dialysis. The Company offers a range of filters utilizing hollow fiber membrane technology.