INTEGER HOLDINGS CORPORATION (NYSE:ITGR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02.Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

(b), (c) and (e)On March27, 2017, Integer Holdings Corporation
(the Company) announced that Thomas J. Hook has stepped down as
the Companys President Chief Executive Officer effective
immediately and that Joseph W. Dziedzic has been appointed by the
Companys Board of Directors (the Board) to serve as the Companys
Interim President Chief Executive Officer. Mr. Hook will continue
to serve as a director of the Company until the 2017 Annual
Meeting of Stockholders, but he will not stand for re-election to
the Board. In connection with his departure, Mr.Hook and the
Company have entered into an Executive Departure Agreement, dated
March25, 2017, under which the parties have confirmed that
Mr.Hook will continue to receive his existing salary and benefits
through the date of the Companys 2017 Annual Meeting of
Stockholders and will thereafter be entitled to the cash
severance payment and other benefits set forth in Section6.2 of
his employment agreement with the Company, dated as of August5,
2016. Mr.Hook will continue to be bound by the restrictive
covenants contained in Sections 8.1 and 8.2 of his employment
agreement following his departure.

Mr.Dziedzic, age 48, has served as a director of the Company
since February 2013 and was the Executive Vice President and
Chief Financial Officer of The Brinks Company from 2009 to 2016.
Prior to joining The Brinks Company in 2009, Mr.Dziedzic had a
20-year career with General Electric, including leadership roles
in six different businesses, including General Electric Medical
Systems.

Interim President CEO Arrangement

Mr.Dziedzic will serve as Interim President Chief Executive
Officer until the earlier to occur of (1)the date on which a new
President Chief Executive Officer commences employment with the
Company and (2)the date of Mr.Dziedzics resignation or the
termination of his employment by the Company. Mr.Dziedzics
employment as Interim President Chief Executive Officer is
terminable by either him or the Company at any time, with or
without cause.

As Interim President Chief Executive Officer, Mr. Dziedzic will
receive a monthly base salary in the amount of $45,000. Mr.
Dziedzic will also accrue a completion bonus at the rate of
$45,000 per month of service (including any partial month), which
will be paid to Mr. Dziedzic upon completion of his service as
Interim President Chief Executive Officer. In addition, Mr.
Dziedzic will receive a grant of time-based restricted stock
units having a value on the grant date of $720,000 (the RSU
Grant). The RSU Grant will vest on the earlier to occur of: (i)
in full on the first anniversary of the grant date, provided that
Mr. Dziedzic continues to serve as Interim President Chief
Executive Officer on such date and (ii) on a pro-rated basis on
the date that Mr. Dziedzics service as Interim President and
Chief Executive Officer ends, including in connection with the
hiring of a new President Chief Executive Officer, such that
1/12th of the restricted stock units subject to the RSU Grant
will vest for each month (or partial month) of service as Interim
President Chief Executive Officer.

Mr.Dziedzic will continue as a member of the Board, but will step
down from all standing Board committees during the term of his
service as Interim President Chief Executive Officer.
Mr.Dziedzics Board and committee retainers will be prorated for
2017 such that he will only be paid such retainers for the
portion of 2017 during which he is not serving as Interim
President and Chief Executive Officer, and the amount of his
annual director stock grant for 2017 will be similarly prorated.

A copy of the press release announcing the departure of Mr.Hook
and the appointment of Mr.Dziedzic as Interim President Chief
Executive Officer is attached as Exhibit 99.1 to this report and
incorporated herein by reference.

EXHIBIT INDEX

INTEGER HOLDINGS CORPORATION (NYSE:ITGR) Recent Trading Information

INTEGER HOLDINGS CORPORATION (NYSE:ITGR) closed its last trading session up +0.55 at 40.70 with 210,210 shares trading hands.