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 OfficersItem 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 29, 2017, the Board of Directors (the “Board”) of CryoLife, Inc. a Florida corporation (NYSE: CRY) (the “Company”) increased the size of the Company’s Board to nine members and elected Jeffrey H. Burbankas a director of the Company. Mr. Burbank will be included as one of the Company’s directors who will stand for reelection by the Company’s shareholders at the Company’s Annual Meeting to be held in May 2018. On October 2, 2017, the Company issued a press release regarding Mr. Burbank’s appointment, a copy of which is attached hereto.
The Board has affirmatively determined the Mr. Burbank qualifies as an independent director under the categorical standards of the corporate governance rules of New York Stock Exchange as defined under applicable law.
There are no arrangements or understandings between Mr. Burbank and any person to which Mr. Burbank was selected as a director, and there are no actual or proposed transactions between Mr. Burbank or any of his related persons and the Company that would require disclosure under Item 404(a) of Regulation S-K (17 CFR 229.404(a)) in connection with his appointment as a director of the Company.
As of the date of his appointment, Mr. Burbank is entitled to receive compensation and participate in the plans of the Company applicable to all of the Company’s directors, as more particularly described on page 17 of the Company’s proxy statement filed March 28, 2017, under the sub-heading “Elements of Non-Employee Director Compensation”. In accordance with such plans, Mr. Burbank will begranted,as soon as practicable after any applicable trading blackout has been lifted, a restricted stock award valued at $67,000 on the grant date, such award to vest one year front grant.In addition,commencing on October1, 2017, Mr.Burbank will receive monthly cash compensation for his service on the Board ($3,333.33/month) and for his service on the Corporate Governance Committee ($625/month) until such time as the Company’s Board determines to modify the cash component for director compensation or committee membership or Mr. Burbank ceases to be a director or to serve on the Corporate Governance Committee. Each of the foregoing awards was made in respect of, and prorated to, Mr. Burbank’s service from the date of his appointment until the anticipated date of the Company’s next Annual Meeting.
Except as set forth above, there is no other material Company plan, contract or arrangement in which Mr. Burbank will participate in connection with his appointment.
Section 9Financial Statements and Exhibits.
Item 9.01(d)Exhibits
(a)Financial Statements
Not applicable
(b)Pro Forma Financial Information.
Not applicable.
(c)Shell Company Transactions.
Not applicable.
(d)Exhibits.
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Exhibit Number |
Description |
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99.1* |
Press release dated October 2, 2017 |
*This exhibit is furnished, not filed.
CRYOLIFE INC ExhibitEX-99.1 2 c199-20171002xex99_1.htm EX-99.1 20171002 8K Burbank Exhibit 991 Exhibit 99.1 FOR IMMEDIATE RELEASE Contacts: Phone: 770-419-3355 CryoLife The Ruth Group D. Ashley Lee Zack Kubow Executive Vice President,…To view the full exhibit click here
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.
