CRYOLIFE, INC. (NYSE:CRY) 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 |
On February 14, 2017, the Board of Directors (the Board) of
CryoLife, Inc. (CryoLife or the Company), approveda new form of
indemnification agreement for the Companys four Senior Vice
Presidents and the Vice-President, Chief Accounting Officer, all
of whom are not currently covered by any Company indemnification
agreement. These individuals include Jean F. Holloway, the
Companys Senior Vice President, General Counsel, Chief Compliance
Officer and Secretary, William R. Matthews, the Companys Senior
Vice President, Operations, Quality and Regulatory, John E.
Davis, the Companys Senior Vice President, Global Sales
Marketing, Jim McDermid, the Companys Senior Vice President,
Chief Human Resources Officer, and Amy D. Horton, the Companys
Vice President, Chief Accounting Officer.
The Board also approved the new form of indemnification agreement
for James P. Mackin, the Companys President, Chief Executive
Officer and Chairman of the Board, and D. Ashley Lee, the
Companys Executive Vice President, Chief Operating Officer, Chief
Financial Officer and Treasurer. These officers existing
indemnification agreements remain in effect until they execute
the new form of the indemnification agreement, which consists of
three changes: the new agreement makes clear that not all
executive officers are entitled to indemnification agreements;
covered executive officer status is required for continued
indemnification; and it does not limit any broader protections
that the indemnitee would be entitled to under any law or
subsequently adopted or amended bylaws.
The foregoing summary of the terms of the indemnification
agreement is qualified in its entirety by reference to the
complete text of the form of theindemnification agreementfiled as
Exhibit 10.1 to this Current Report on Form 8-K and incorporated
herein by reference.
Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change |
On February 14, 2017, the Board approved amendments(the
Amendments) to the Amended and Restated Bylaws of the Company
(the Bylaws), effective as of the same day.
The Amendmentsmakes certain changes to the Companys Bylaws
currently in effect to:(i) add an advance notice provision for
director nominations and shareholder proposals, (ii) provide the
Board with explicit authority to postpone or adjourn a
shareholder meeting, (iii) specify the powers of the presiding
officer of shareholder meetings, and (iv) make certain other
changes, in each case to the form of Amended and Restated Bylaws
of the Company, attached hereto as Exhibit 3.2 to this Current
Report on Form 8-K.
The description of the Amendment contained in this report is
qualified in its entirety by reference to the full text of the
form of Amended and Restated Bylaws, as amended and restated on
February 14, 2017, effective the same day, filed as Exhibit 3.2
to this Current Report on Form 8-K.
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Section 8 |
Other Events. |
Item 8.01 |
Other Events. |
On February 14, 2017, the Board approvedthe new form of
indemnification agreementfor James W. Bullock, the Companys
newest non-executive director, who is not currently covered by
any Company indemnification agreement. The Board also approved
the new form of indemnification agreement for each of its other
non-executive directors: Thomas F. Ackerman, James S. Benson,
Daniel J. Bevevino, Ronald C. Elkins, M.D., Ronald D. McCall,
Harvey Morgan, and Jon W. Salveson. These non-executive directors
existing indemnification agreements remain in effect until they
execute the new form of the indemnification agreement.The summary
of the terms of the form of the indemnification agreement, as set
forth above in Item 5.02, is incorporated by reference into this
Item 8.01. Such summary is qualified in its entirety by reference
to the complete text of the indemnification agreement, the form
of which is filed as Exhibit 10.1 to this Current Report on Form
8-K and incorporated herein by reference.
Section 9 |
Financial Statements and Exhibits. |
Item 9.01(d) |
Exhibits. |
(d)Exhibits.
Exhibit Number |
Description |
3.2 |
Form of Amended and Restated Bylaws |
10.1 |
Form of Indemnification Agreement entered into with each |
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About CRYOLIFE, INC. (NYSE:CRY)
CryoLife, Inc. (CryoLife) is engaged in medical device manufacturing and distribution, and in the processing and distribution of implantable human tissues for cardiac and vascular surgeries. The Company operates in two segments: Medical Devices and Preservation Services. The Medical Devices segment sells BioGlue, BioFoam, PerClot, CardioGenesis cardiac laser therapy, Hemodialysis Reliable Outflow (HeRO) Graft, and ProCol Vascular Bioprosthesis (ProCol). The Preservation Services segment preserves cardiac and vascular tissues. The Company’s surgical sealants and hemostats include BioGlue Surgical Adhesive (BioGlue), BioFoam Surgical Matrix (BioFoam), and PerClot, an absorbable powdered hemostat, which the Company distributes internationally for Starch Medical, Inc. (SMI). Its CardioGenesis cardiac laser therapy product line includes a laser console system and single-use, fiber-optic handpieces. CRYOLIFE, INC. (NYSE:CRY) Recent Trading Information
CRYOLIFE, INC. (NYSE:CRY) closed its last trading session 00.00 at 17.25 with 671,242 shares trading hands.