K2M GROUP HOLDINGS, INC. (NASDAQ:KTWO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

K2M GROUP HOLDINGS, INC. (NASDAQ:KTWO) 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

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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

On March 29, 2018, K2M Group Holdings, Inc. (“K2M” or the “Company”) announced the appointment of Mr. Lane E. Major to the position of Chief Operating Officer. Mr. Major, 39, has served as K2M’s Chief Strategy Officer since December 2014. Prior to that, Mr. Major served as the Company’s Senior Vice President of Global Marketing and Product Development from January 2010 to December 2014. Mr. Major has a B.B.A. in Marketing and Computer Information Systems from James Madison University and an M.B.A. from Northwestern University – Kellogg School of Management.

Mr. Major is the brother of our Chairman, President and Chief Executive Officer, Eric Major. Total cash payments made by the Company to Mr. Major for the year ended December 31, 2017, including salary and bonus, were $383,553. He also received grants of 21,807 non-qualified stock options with a grant date fair value of $8.60 per share and 8,260 shares of restricted stock with a grant date fair value of $22.81 per share as of the date of their award in 2017.

We have entered into a retention agreement with Mr. Major that governs the terms of his employment following a “change of control” (as such term is defined in our 2016 Omnibus Incentive Plan). Under Mr. Major’s retention agreement, upon a change of control, all unvested options, restricted stock and restricted stock units (to the extent held by Mr. Major) will become fully vested and, in the case of options, exercisable.

In addition, if within 12 months following a change of control, (i) Mr. Major is not employed in the “same capacity” (as defined in the retention agreement), (ii) Mr. Major is assigned duties inconsistent or inappropriate to his status and office with the entity which employs Mr. Major following the change of control, (iii) the nature or status of Mr. Major’s responsibilities are diminished in any way from those in effect immediately prior to the change of control, (iv) Mr. Major’s direct or indirect reporting relationship adversely changes from those in effect immediately prior to the change of control, (v) Mr. Major’s level of compensation is decreased or (vi) the principal business offices are relocated to a location that is more than 30 miles from Leesburg, Virginia, then commencing on Mr. Major’s termination, Mr. Major will be entitled to receive a payment equal to 12 months of base salary and six months of continuing coverage under our group health plans at the same level in effect immediately prior to the change of control.

A copy of K2M’s press release announcing Mr. Major’s appointment is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.Description

99.1 Press Release issued by K2M Group Holdings, Inc. dated March 29, 2018.


K2M GROUP HOLDINGS, INC. Exhibit
EX-99.1 2 exhibit991.htm EXHIBIT 99.1 Exhibit Exhibit 99.1K2M Names Lane Major Chief Operating OfficerStrategic leadership appointment to bolster Company’s global growth LEESBURG,…
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About K2M GROUP HOLDINGS, INC. (NASDAQ:KTWO)

K2M Group Holdings, Inc. is a medical device company focused on designing, developing and commercializing spine technologies and techniques. The Company’s spine products are used by spine surgeons to treat spinal pathologies, such as deformity (primarily scoliosis), trauma and tumor. The Company is engaged in designing, development and commercialization of products for patients suffering from degenerative spinal conditions. Its products consist of implants, disposables and instruments, which are marketed and sold primarily to hospitals for use by spine surgeons. The Company’s product portfolio contains over 70 product lines that are used in spine surgeries, minimally invasive spine (MIS) and degenerative surgeries. It markets or sells its products in the United States and over 36 other countries. The Company’s technologies include MESA, Rail 4D, Quicket Deformity, CAPRI, SERENGETI, RAVINE, EVEREST, CASCADIA and tifix.

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