ENDOLOGIX, INC. (NASDAQ:ELGX) 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; Appointment of Directors; Compensatory Arrangements of Certain Officers.

(c)

On October 19, 2017, Endologix, Inc. (the “Company”) announced its appointment of John Onopchenko, age 59, as Chief Operating Officer (“COO”) of the Company, which appointment shall be effective as of October 30, 2017 (the “Effective Date”).

Mr. Onopchenko has almost thirty years of executive leadership experience in the medical device industry. Prior to joining the Company, Mr. Onopchenko served as Executive Vice President for Acutus Medical, Inc., a privately-held medical device company, since September 2016. At Acutus Medical, Mr, Onopchenko was responsible for program management/product development, quality, marketing and sales. Prior to Acutus Medical, Mr. Onopchenko served as Senior Vice President and Head of Therapy Strategy for Koninklijke Philips Electronics NV, a publicly-traded technology company (“Philips”), from March 2015 to September 2016. Prior to Philips, Mr. Onopchenko served as Executive Vice President (from April 2013 to November 2014) and Chief Operating Officer (from November 2014 to March 2015) of Volcano Corporation, a public-traded medical device company. While at Volcano, Mr. Onopchenko was responsible for its peripheral business unit, regulatory affairs, quality assurance, program management/product development, clinical affairs, business development, and its Axsun business unit. Prior to his employment with Volcano, Mr. Onopchenko served on Volcano’s Board of Directors for eleven years and also served as founder and managing director of Synergy Life Sciences Partners, LLC, an early-stage medical device venture capital fund. From 1996 to 2006, Mr. Onopchenko held senior positions at Johnson & Johnson, a publicly held medical device company, including serving as lead of medical device investments with Johnson & Johnson Development Corporation, and as Vice President of Worldwide Operations and Marketing for Advanced Sterilization Products, a Johnson & Johnson company. Mr. Onopchenko holds a Bachelor of Science degree from Ursinus College, and a Masters in Business Administration from the University of Chicago, Graduate School of Business.

In connection with his appointment as COO of the Company, Mr. Onopchenko will enter into an employment agreement (the “Employment Agreement”) with the Company to which Mr. Onopchenko (i) will receive an initial base salary of $400,000 per year, subject to future adjustment; and (ii) will be eligible to receive an initial target bonus equal to fifty percent (50%) of his base salary, subject to future adjustment. Notwithstanding the foregoing, Mr. Onopchenko’s bonus for 2017 will be paid in the form of fully vested common stock of the Company with an aggregate value of $100,000 as of the date of grant. Upon the Effective Date, Mr. Onopchenko will also receive initial equity awards with an aggregate value of $800,000 under an equity incentive plan of the Company, which awards shall be comprised of options exercisable for up to $500,000 of the Company’s common stock (the “Options”), and restricted stock units with an aggregate value of $300,000 (the “RSUs”). One-quarter (25%) of the shares subject to the Options shall vest on the first anniversary of the grant date, and the remaining shares shall vest in 36 equal, consecutive, monthly installments as measured from the first anniversary of the grant date. The RSUs shall vest upon satisfaction of certain (i) performance milestones, which shall be determined by the Company within 90 days of commencement of Mr. Onopchenko’s employment, and (ii) tenure requirements.

Mr. Onopchenko shall be entitled to participate in all customary and usual benefits available to senior executive officers of the Company under the Company’s benefit plans and other arrangements made available by the Company to its senior executives. The Employment Agreement will have a three-year term, unless earlier terminated by the Company or Mr. Onopchenko. Under certain circumstances, (i) upon involuntary termination of Mr. Onopchenko’s employment that occurs prior to a change in control of the Company, Mr. Onopchenko will be eligible to receive a severance payment equal to six months of his base salary plus a pro rated target bonus (and up to six months of continued benefits coverage); and (ii) upon involuntary termination of Mr. Onopchenko’s employment that occurs within 24 months after a change in control of the Company, Mr. Onopchenko will be eligible to receive a severance payment equal to 1.5 times his base salary plus the amount of his target bonus for the year in which the termination of employment occurs (and up to 18 months of continued benefits coverage).

There are no arrangements or understandings between Mr. Onopchenko and other persons to which he was appointed as the Company’s COO. There are no family relationships between Mr. Onopchenko and any director or executive officer of the Company. There have been no transactions since the beginning of the Company’s last fiscal year, and no transactions are currently proposed, in which the Company was or is to be a participant and in which Mr. Onopchenko or any member of his immediate family had or will have any interest, that are required to be disclosed to Item 404(a) of Regulation S-K.

A copy of the press release issued by the Company announcing Mr. Onopchenko’s appointment is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

The following exhibits are attached to this Current Report on Form 8-K:

ENDOLOGIX INC /DE/ Exhibit
EX-99.1 2 ex991pressrelease-appointm.htm EXHIBIT 99.1 Exhibit Exhibit 99.1                                                             INVESTOR CONTACT: Endologix,…
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About ENDOLOGIX, INC. (NASDAQ:ELGX)

Endologix, Inc. is engaged in developing, manufacturing, marketing and selling medical devices for the treatment of aortic disorders. The Company’s products are intended for the treatment of abdominal aortic aneurysms (AAA). The AAA products are built on one of two platforms, including traditional minimally invasive endovascular repair (EVAR) or endovascular sealing (EVAS), its solution for sealing the aneurysm sac while maintaining blood flow through two blood flow lumens. The EVAR products include the Endologix AFX Endovascular AAA System (AFX), the VELA Proximal Endograft (VELA) and the Endologix Powerlink with Intuitrak Delivery System (Intuitrak). The EVAS product is the Nellix EndoVascular Aneurysm Sealing System (Nellix EVAS System). Its EVAS product is the Nellix EndoVascular Aneurysm Sealing System (Nellix EVAS System). It offers accessories to facilitate the optimal delivery of its EVAR products, including compatible guidewires, snares, and catheter introducer sheaths.