INTEGRA LIFESCIENCES HOLDINGS CORPORATION (NASDAQ:IART) 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; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Approval of the Fourth Amended and Restated 2003 Equity Incentive
Plan
Plan
Integra LifeSciences Holdings Corporation (the Company) held its
2017 Annual Meeting of Stockholders (the Annual Meeting) on May
23, 2017. At the Annual Meeting, the stockholders of the Company
approved the Integra LifeSciences Holdings Corporation Fourth
Amended and Restated 2003 Equity Incentive Plan (the Amended
Plan). The Amended Plan was adopted and approved by the Board of
Directors of the Company (the Board) on March 29, 2017, subject
to approval by the Companys stockholders.
2017 Annual Meeting of Stockholders (the Annual Meeting) on May
23, 2017. At the Annual Meeting, the stockholders of the Company
approved the Integra LifeSciences Holdings Corporation Fourth
Amended and Restated 2003 Equity Incentive Plan (the Amended
Plan). The Amended Plan was adopted and approved by the Board of
Directors of the Company (the Board) on March 29, 2017, subject
to approval by the Companys stockholders.
The Amended Plan amends and restates the Companys Third Amended
and Restated 2003 Equity Incentive Plan, as amended (the 2003
Plan). In particular, the Amended Plan makes the following
material changes to the 2003 Plan:
and Restated 2003 Equity Incentive Plan, as amended (the 2003
Plan). In particular, the Amended Plan makes the following
material changes to the 2003 Plan:
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Increases the maximum number of shares of common stock
which may be issued under the 2003 Plan by 1,700,000 shares to a total of 14,700,000 shares. |
|
Limits the number of shares of common stock which may be
granted as incentive stock options under the Amended Plan to 14,700,000 shares. |
|
Requires that the exercise price of a stock appreciation
right granted under the Amended Plan must be not less than the fair market value of the shares of common stock subject to the stock appreciation right on the date of grant (or, if greater, the par value per share). |
|
Prohibits the payment of dividends or dividend equivalents
with respect to awards granted under the Amended Plan until the applicable vesting conditions are satisfied and the award vests. |
|
Permits net share tax withholding with respect to awards
granted to the Amended Plan up to the maximum statutory withholding rates in the applicable jurisdiction. |
|
Extends the term of the 2003 Plan for ten years until March
29, 2027. |
The terms and conditions of the Amended Plan are described in the
section entitled Proposal 4. Approval of the Fourth Amended and
Restated 2003 Equity Incentive Plan (the Amended Plan Proposal)
in the Companys Definitive Proxy Statement on Schedule 14A filed
with the Securities and Exchange Commission on April 17, 2017
(the Proxy Statement). The terms and conditions of the Amended
Plan in the Amended Plan Proposal do not purport to be a complete
description of the Amended Plan, and are qualified in their
entirety by reference to the complete text of the Amended Plan, a
copy of which is attached as Exhibit 10.1 to this Current Report
on Form 8-K, and is incorporated herein by reference.
section entitled Proposal 4. Approval of the Fourth Amended and
Restated 2003 Equity Incentive Plan (the Amended Plan Proposal)
in the Companys Definitive Proxy Statement on Schedule 14A filed
with the Securities and Exchange Commission on April 17, 2017
(the Proxy Statement). The terms and conditions of the Amended
Plan in the Amended Plan Proposal do not purport to be a complete
description of the Amended Plan, and are qualified in their
entirety by reference to the complete text of the Amended Plan, a
copy of which is attached as Exhibit 10.1 to this Current Report
on Form 8-K, and is incorporated herein by reference.
Approval of the 2018 Performance Incentive Compensation Plan
Additionally, at the Annual Meeting, the stockholders of the
Company approved the Integra LifeSciences Holdings Corporation
2018 Performance Incentive Compensation Plan (the 2018 Plan)
under which participating employees of the Company will be
eligible to earn cash incentive payments based on the achievement
of specified performance goals. The 2018 Plan was adopted and
approved by the Board on March 29, 2017, subject to approval by
the Companys stockholders.
Company approved the Integra LifeSciences Holdings Corporation
2018 Performance Incentive Compensation Plan (the 2018 Plan)
under which participating employees of the Company will be
eligible to earn cash incentive payments based on the achievement
of specified performance goals. The 2018 Plan was adopted and
approved by the Board on March 29, 2017, subject to approval by
the Companys stockholders.
The Compensation Committee of the Board (the Compensation
Committee) is currently expected to administer the 2018 Plan, and
the first performance period will be the period between January
1, 2018 and December 31, 2018. The Company or, solely with
respect to the Companys covered employees (within the meaning of
Section 162(m) of the Internal Revenue Code of 1986, as amended
(Section 162(m))) (the
Committee) is currently expected to administer the 2018 Plan, and
the first performance period will be the period between January
1, 2018 and December 31, 2018. The Company or, solely with
respect to the Companys covered employees (within the meaning of
Section 162(m) of the Internal Revenue Code of 1986, as amended
(Section 162(m))) (the
Section 162(m) covered employees), the Compensation Committee,
will determine which employees will participate in the 2018 Plan.
will determine which employees will participate in the 2018 Plan.
Bonus awards under the 2018 Plan will be subject to such terms
and conditions as the Compensation Committee will establish,
which will include the amount of the bonus to be paid based upon
the attainment of one or more performance goals, including
threshold, target and maximum amounts. The Compensation
Committee, in its discretion, may determine whether any bonus is
intended to be qualified performance based compensation under
Section 162(m), and may take such actions which it may deem
necessary to ensure that such bonus will so qualify.
and conditions as the Compensation Committee will establish,
which will include the amount of the bonus to be paid based upon
the attainment of one or more performance goals, including
threshold, target and maximum amounts. The Compensation
Committee, in its discretion, may determine whether any bonus is
intended to be qualified performance based compensation under
Section 162(m), and may take such actions which it may deem
necessary to ensure that such bonus will so qualify.
The amount that a participant in the 2018 Plan could earn if the
targeted level of performance is achieved is expressed as a
percentage of the participants base salary or a fixed value. In
no event will the target award for any participant exceed 165% of
the participants base salary. A participant may earn an award for
a performance period up to 200% of the participants target award
based on the level of achievement of the performance goals
established for that period and must be employed at the Company
at the time of the award payment. An award may also be increased
by up to 50% of the amount that would otherwise be paid (subject
to the Chief Executive Officers or designee approval) for a
participant who is not an executive officer or a Section 162(m)
covered employee, or decreased by an amount equal to or less than
the bonus that would have otherwise been paid in the case of any
participant, based on the assessment of the individual
participants performance for the applicable performance period.
No award to an executive officer may exceed 200% of the
individuals target award or may be increased above the level of
actual performance. The maximum cash bonus award payable to any
participant under the 2018 Plan with respect to any calendar year
is $3,000,000.
targeted level of performance is achieved is expressed as a
percentage of the participants base salary or a fixed value. In
no event will the target award for any participant exceed 165% of
the participants base salary. A participant may earn an award for
a performance period up to 200% of the participants target award
based on the level of achievement of the performance goals
established for that period and must be employed at the Company
at the time of the award payment. An award may also be increased
by up to 50% of the amount that would otherwise be paid (subject
to the Chief Executive Officers or designee approval) for a
participant who is not an executive officer or a Section 162(m)
covered employee, or decreased by an amount equal to or less than
the bonus that would have otherwise been paid in the case of any
participant, based on the assessment of the individual
participants performance for the applicable performance period.
No award to an executive officer may exceed 200% of the
individuals target award or may be increased above the level of
actual performance. The maximum cash bonus award payable to any
participant under the 2018 Plan with respect to any calendar year
is $3,000,000.
The terms and conditions of the 2018 Plan are described in the
section entitled Proposal 3. Approval of the Companys 2018
Performance Incentive Compensation Plan (the 2018 Plan Proposal)
in the Proxy Statement. The terms and conditions of the 2018 Plan
in the 2018 Plan Proposal do not purport to be a complete
description of the 2018 Plan, and are qualified in their entirety
by reference to the complete text of the 2018 Plan, a copy of
which is attached as Exhibit 10.2 to this Current Report on Form
8-K, and is incorporated herein by reference.
section entitled Proposal 3. Approval of the Companys 2018
Performance Incentive Compensation Plan (the 2018 Plan Proposal)
in the Proxy Statement. The terms and conditions of the 2018 Plan
in the 2018 Plan Proposal do not purport to be a complete
description of the 2018 Plan, and are qualified in their entirety
by reference to the complete text of the 2018 Plan, a copy of
which is attached as Exhibit 10.2 to this Current Report on Form
8-K, and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
The final results of the matters submitted to a vote of
stockholders at the Annual Meeting are as follows:
stockholders at the Annual Meeting are as follows:
Item No. 1: All of the Boards nominees for director were elected
to serve until the Companys 2018 Annual Meeting of Stockholders
or until their respective successors are elected and qualified,
by the votes set forth below.
to serve until the Companys 2018 Annual Meeting of Stockholders
or until their respective successors are elected and qualified,
by the votes set forth below.
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Nominees
|
For
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Against
|
Abstain
|
Broker Non-Vote
|
|
Peter J. Arduini
|
68,423,296
|
623,874
|
10,438
|
2,860,062
|
|
Keith Bradley
|
68,259,504
|
787,720
|
10,384
|
2,860,062
|
|
Stuart M. Essig
|
68,317,081
|
730,033
|
10,494
|
2,860,062
|
|
Barbara B. Hill
|
68,932,797
|
114,439
|
10,372
|
2,860,062
|
|
Lloyd W. Howell, Jr.
|
41,874,095
|
27,170,915
|
12,598
|
2,860,062
|
|
Donald E. Morel, Jr.
|
68,541,821
|
503,389
|
12,398
|
2,860,062
|
|
Raymond G. Murphy
|
68,543,504
|
501,666
|
12,438
|
2,860,062
|
|
Christian S. Schade
|
68,365,438
|
679,772
|
12,398
|
2,860,062
|
|
James M. Sullivan
|
68,120,678
|
924,508
|
12,422
|
2,860,062
|
Item No. 2: The stockholders ratified the appointment of
PricewaterhouseCoopers LLP as the Companys independent registered
public accounting firm for the 2017 fiscal year, by the votes set
forth below.
PricewaterhouseCoopers LLP as the Companys independent registered
public accounting firm for the 2017 fiscal year, by the votes set
forth below.
|
For
|
Against
|
Abstain
|
Broker Non-Vote
|
|
71,454,138
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458,095
|
5,437
|
Item No. 3: The stockholders approved the 2018 Plan, by the votes
set forth below.
set forth below.
|
For
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Against
|
Abstain
|
Broker Non-Vote
|
|
68,521,481
|
521,039
|
15,088
|
2,860,062
|
Item No. 4: The stockholders approved the Amended Plan, by the
votes set forth below.
votes set forth below.
|
For
|
Against
|
Abstain
|
Broker Non-Vote
|
|
67,460,199
|
1,575,745
|
21,664
|
2,860,062
|
Item No. 5: The stockholders approved, on an advisory,
non-binding basis, the compensation of the Companys named
executive officers, by the votes set forth below.
non-binding basis, the compensation of the Companys named
executive officers, by the votes set forth below.
|
For
|
Against
|
Abstain
|
Broker Non-Vote
|
|
68,691,631
|
309,774
|
56,203
|
2,860,062
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Item No. 6: The stockholders voted, on an advisory, non-binding
basis, on how frequently advisory votes on executive compensation
should be held as set forth in the table below.
basis, on how frequently advisory votes on executive compensation
should be held as set forth in the table below.
|
3 Years
|
2 Years
|
1 Year
|
Abstain
|
Broker Non-Vote
|
|
7,101,363
|
49,348
|
61,819,699
|
87,198
|
2,860,062
|
With respect to the foregoing Proposal 6, the option to hold
future advisory votes every one year received a majority of the
votes cast at the Annual Meeting. Based on these results, the
Companys Board of Directors currently intends to hold an advisory
vote on executive compensation each year.
future advisory votes every one year received a majority of the
votes cast at the Annual Meeting. Based on these results, the
Companys Board of Directors currently intends to hold an advisory
vote on executive compensation each year.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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10.1
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Integra LifeSciences Holdings Corporation Fourth
Amended and Restated 2003 Equity Incentive Plan |
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10.2
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Integra LifeSciences Holdings Corporation 2018
Performance Incentive Compensation Plan |
About INTEGRA LIFESCIENCES HOLDINGS CORPORATION (NASDAQ:IART)
Integra LifeSciences Holdings Corporation is a medical technology company. The Company focuses on the development, manufacturing and marketing of surgical implants and medical instruments. Its products are used in neurosurgery, extremity reconstruction, orthopedics and general surgery. Its segments include Specialty Surgical Solutions, which offers products, including specialty surgical instrumentation for a range of specialties. Its product category includes products and solutions for dural repair, precision tools and instruments, tissue ablation and neuro critical care, including product portfolios used in neurosurgery operation suites and critical care units, and Orthopedics and Tissue Technologies, which offers products of a combination of differentiated regenerative technology products for soft tissue repair and tissue regeneration products, and small bone fixation and joint replacement hardware products for both upper extremities and lower extremities. INTEGRA LIFESCIENCES HOLDINGS CORPORATION (NASDAQ:IART) Recent Trading Information
INTEGRA LIFESCIENCES HOLDINGS CORPORATION (NASDAQ:IART) closed its last trading session up +0.88 at 49.65 with 1,331,024 shares trading hands.