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 June19, 2018, 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 Marna P. Borgstromas a director of the Company. Ms. Borgstromwill 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 2019. On June 19, 2018, the Company issued a press release regarding Ms. Borgstrom’s appointment, a copy of which is attached hereto.
The Board has affirmatively determined that Ms. Borgstromqualifies 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 Ms. Borgstromand any person to which Ms. Borgstromwas selected as a director, and there are no actual or proposed transactions between Ms. Borgstromor any of her 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 her appointment as a director of the Company.
As of the date of her appointment, Ms. Borgstromis 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 19 of the Company’s proxy statement filed April 3, 2018, under the sub-heading “Elements of Non-Employee Director Compensation”. In accordance with such plans, Ms. Borgstromwill begranted,as soon as practicable after any applicable trading blackout has been lifted, a restricted stock award valued at $114,583 on the grant date, such award to vest one year front grant.In addition,commencing on July1, 2018, Ms.Borgstromwill receive monthly cash compensation for herservice on the Board ($3,750/month) and for her service on the Compliance Committee ($416.66/month) until such time as the Company’s Board determines to modify the cash component for director compensation or committee membership or Ms. Borgstromceases to be a director or to serve on the Compliance Committee. Each of the foregoing awards was made in respect of, and prorated to, Ms. Borgstrom’s service from the date of her 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 Ms. Borgstromwill participate in connection with her 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 June 19, 2018 |
*This exhibit is furnished, not filed.
CRYOLIFE INC ExhibitEX-99.1 2 c199-20180620xex99_1.htm EX-99.1 2018.06.19 8K Borgstrom exh 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Contacts: Phone: 770-419-3355 CryoLife The Ruth Group D. Ashley Lee Tram Bui / Emma Poalillo 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.
