HILL-ROM HOLDINGS, INC. (NYSE:HRC) 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 October 5, 2017, the Board of Directors (the “Board”) of Hill-Rom Holdings,Inc. (the “Company”) increased the size of the Board from 10 to 11 members and appointed Mr. Gary Ellis to serve as director on the Board. The Board also appointed Mr.Ellis a member of the Audit Committee. These actions were effective October 5, 2017.
Also on October 5, 2017, Mr. Rolf Classon, the Chairman of the Board, notified the Company of his decision not to stand for re-election to the Board at the Company’s Annual Meeting of Shareholders to be held on March 6, 2018 (the “2018 Annual Meeting”). Mr. Classon’s decision was not the result of any disagreement with the Company or its management. Mr. Classon will remain in his current role until the 2018 Annual Meeting.
In accordance with the Company’s non-employee director compensation program, as described in the Company’s proxy statement for its 2017 Annual Meeting of Shareholders under the caption “Director Compensation,” Mr. Ellis is entitled to cash and equity compensation for service on the Board and the Audit Committee. There are no arrangements or understandings between Mr. Ellis and any other persons to which Mr. Ellis was named as a director. There are no transactions or relationships between the Company and Mr. Ellis that are reportable under Item 404(a) of Regulation S-K.
Item 8.01. Other Events.
On October 5, 2017, the Company announced the appointment of Mr.Ellis to the Board and Mr.Classon’s decision not to stand for re-election to the Board. A copy of the press release is filed as Exhibit99.1 to this Current Report on Form8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibits.
Exhibit 99.1 Press release of Hill-Rom Holdings, Inc., dated October 5, 2017
Additional Information and Where to Find It
The foregoing press release is not a proxy statement or a solicitation of proxies from the holders of common stock of Hill-Rom Holdings, Inc. A solicitation of proxies in connection with the 2018 Annual Meeting will be made only by the Company’s definitive proxy statement that will be mailed to all shareholders of record on the record date of January 1, 2017. The Company will be filing a definitive proxy statement for the annual meeting with the Securities and Exchange Commission (the “SEC”). Shareholders are urged to read the proxy statement and any other relevant documents filed or that will be filed with the SEC when they become available because they will contain important information. Shareholders will be able to receive the proxy statement and other relevant documents free of charge at the SEC’s website at http://www.sec.gov or through the Company’s own website at http://ir.hill-rom.com. This Form 8-K is being filed as soliciting material to Rule 14a-12 under the Exchange Act solely as a precautionary matter, notwithstanding the fact that the issuer does not believe it constitutes solicitation material.
Participants in the Solicitation
The directors, nominees for election as director, executive officers and certain other members of management and employees of the Company may be deemed “participants” in the solicitation of proxies from shareholders of the Company in connection with the matters to be considered at the 2018 Annual Meeting. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the shareholders of the Company in connection with such matters will be set forth in the definitive proxy statement to be filed with the SEC. In addition, information about the Company’s executive officers and directors may be found in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2016 and in its definitive proxy statement filed with the SEC on January 27, 2017.
Hill-Rom Holdings, Inc. ExhibitEX-99.1 2 exhibit991-ellis.htm EXHIBIT 99.1 Exhibit CONTACT INFORMATION Investor RelationsContact:Mary Kay Ladone,…To view the full exhibit click here
About HILL-ROM HOLDINGS, INC. (NYSE:HRC)
Hill-Rom Holdings, Inc. is a global medical technology company. The Company operates through four segments: North America Patient Support Systems, International Patient Support Systems, Front Line Care and Surgical Solutions. The Company’s products and services include Patient Support Systems, Front Line Care and Surgical Solutions. The Company sells and rents its specialty frames and surfaces, and mobility solutions, as well as its clinical workflow solutions, in the United States and Canada through its North America Patient Support Systems segment, and in regions outside of the United States and Canada through its International Patient Support Systems segment. Its Front Line Care segment globally sells and rents respiratory care products, and sells medical diagnostic equipment and a diversified portfolio of devices that assess, diagnose, treat and manage a range of illnesses and diseases. Under its Surgical Solutions segment, the Company sells its surgical products globally.
