CONMED CORPORATION (NASDAQ:CNMD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Compensatory Arrangements of Certain Officers.
On May 23, 2018, the Compensation Committee recommended, and the full Board of Directors approved the participation of Todd W. Garner, CONMED’s Executive Vice President – Chief Financial Officer (“CFO”), as a participant in the Company’s Executive Severance Plan as a Senior Officer, as that term is defined in the Executive Severance Plan. The CFO’s benefit under the Executive Severance Plan is one and one-half (1.5) times salary and the two-year average of the non-equity, annual incentive award or bonus earned for a non-change in control involuntary termination and two and one-half (2.5) times salary and the three-year average of the non-equity, annual incentive award or bonus earned for a change in control involuntary termination. The other terms and conditions for such payments are as specified in the Executive Severance Plan.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The annual meeting of shareholders of CONMED Corporation was held on May 23, 2018 (the “Annual Meeting”). Holders of Common Stock were entitled to elect nine directors. On all matters which came before the Annual Meeting, holders of Common Stock were entitled to one vote for each share held. Proxies for 26,880,968 of the 28,041,953 shares of Common Stock entitled to vote were received in connection with the Annual Meeting.
The following table sets forth the names of the nine persons elected at the Annual Meeting to serve as directors until the first annual meeting of shareholders following the end of the Company’s fiscal year ending December 31, 2018 and the number of votes cast for, against or withheld with respect to each person.
Election of Directors
| Director | Votes Received | Votes Withheld | Broker Non-Votes |
| David Bronson | 25,374,386 | 528,458 | 978,124 |
| Brian P. Concannon | 25,368,626 | 534,218 | 978,124 |
| Charles M. Farkas | 25,362,543 | 540,301 | 978,124 |
| Martha Goldberg Aronson | 25,250,263 | 652,581 | 978,124 |
| Curt R. Hartman | 25,524,993 | 377,851 | 978,124 |
| Dirk M. Kuyper | 25,215,972 | 686,872 | 978,124 |
| Jerome J. Lande | 25,395,703 | 507,141 | 978,124 |
| Mark E. Tryniski | 25,356,674 | 546,170 | 978,124 |
| John L. Workman | 25,492,457 | 410,387 | 978,124 |
Management Proposals
|
For |
Against |
Abstain |
Broker Non- Votes |
|
|
Ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the Company for the fiscal year ending December 31, 2018 |
26,379,443 | 490,681 | 10,844 | – |
| Approve advisory vote on Named Executive Officer compensation | 25,340,071 | 543,366 | 19,407 | 978,124 |
| Approve the 2018 Long-Term Incentive Plan | 23,024,294 | 2,867,800 | 10,750 | 978,124 |
Item 8.01 Other Events
On May 24, 2018, CONMED Corporation announced it will be paying a quarterly cash dividend of $0.20 per share on July 5, 2018 to all shareholders of record as of June 15, 2018.
About CONMED CORPORATION (NASDAQ:CNMD)
CONMED Corporation is a medical technology company. The Company is engaged in the development, manufacturing and sale on a global basis of surgical devices and related equipment. Its products are used by surgeons and physicians in a range of specialties, including orthopedics, general surgery, gynecology, neurosurgery and gastroenterology. Its product lines consist of orthopedic surgery, general surgery and surgical visualization. Its orthopedic surgery product lines include sports medicine, powered surgical instruments, and sports biologics and tissue. Its general surgery product line offers a range of products in the areas of advanced surgical, endoscopic technologies and critical care. Its surgical visualization product line offers imaging systems for use in minimally invasive orthopedic and general surgery procedures. Its products are distributed domestically directly to over 6,000 hospitals and other healthcare institutions, as well as through medical specialty distributors.