LivaNova PLC (NASDAQ:LIVN) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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LivaNova PLC (NASDAQ:LIVN) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation

On June 14, 2017, at the 2017 Annual General Meeting of
Shareholders (the AGM) of LivaNova PLC (the Company or LivaNova),
the shareholders of the Company approved a proposal to amend the
Companys Articles of Association. The purpose of the amendment is
to allow for general meetings to be held electronically as well
as physically in accordance with the UK Companies (Shareholders
Rights) Regulations 2009 and the UK Companies Act 2006. In
addition, the amendment will remove a provision relating to
record dates for general meetings that is no longer applicable to
the Company following its delisting from the London Stock
Exchange.
The information set forth above is qualified in its entirety by
reference to the actual terms of the amended Articles of
Association attached hereto as Exhibit 3.1 and which exhibit is
incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 14, 2017, LivaNova held its 2017 AGM in London, United
Kingdom.
Item 7.01 Regulation FD Disclosure.
At the Companys AGM, LivaNovas shareholders considered seven
proposals as more fully described in the Companys 2017 Proxy
Statement and as summarized below. Each of the ordinary
resolutions 1-7 were adopted. The number of votes cast for and
against, as well as the number of abstentions as to each such
resolution, are set forth below.
1. Ordinary resolution to receive and adopt the Companys audited
UK statutory accounts for the period ended December 31, 2016,
together with the reports of the directors and the auditors
thereon (the UK annual report and accounts).
Votes For
Votes Against
Votes Abstained
33,575,991
4,948
23,015
2. Ordinary resolution to approve the directors remuneration
report in the form set out in the Companys UK annual report and
accounts for the period ended December 31, 2016.
Votes For
Votes Against
Votes Abstained
29,346,001
4,231,992
25,961
3. Ordinary resolution to re-appoint PricewaterhouseCoopers LP as
the Companys UK statutory auditor under the UK Companies Act 2006
to hold office from the conclusion of the AGM until the
conclusion of the next general meeting at which the annual report
and accounts are laid.
Votes For
Votes Against
Votes Abstained
33,585,379
17,837
4. Ordinary resolution to ratify the appointment of
PricewaterhouseCoopers S.p.A. as the Companys independent
registered public accounting firm for the year ended December 31,
2017.
Votes For
Votes Against
Votes Abstained
35,163,877
2,466
17,856
– 2 –
5. Ordinary resolution to authorize the directors and/or the
Audit Compliance Committee of the Company to determine the
remuneration of PricewaterhouseCoopers LLP, in its capacity as
the Companys UK statutory auditor under the UK Companies Act
2006.
Votes For
Votes Against
Votes Abstained
33,570,161
9,846
23,947
6. Ordinary resolution to approve the form of share repurchase
contracts and the counterparties through which the Company may
conduct repurchases on the NASDAQ Global Market, as described
more fully in the proxy statement accompanying the notice of the
AGM.
Votes For
Votes Against
Votes Abstained
30,680,882
1,110,316
1,812,756
7. Special resolution to adopt new Articles of Association of the
Company.
Votes For
Votes Against
Votes Abstained
33,566,081
10,364
27,509
The information disclosed under this Item 7.01 is being furnished
and shall not be deemed filed for purposes of Section 18 of the
United States Securities Exchange Act of 1934, as amended (the
Exchange Act), or otherwise subject to the liabilities of that
section. The information in this Item 7.01 shall not be deemed
incorporated by reference into any filing under the Exchange Act
or the United States Securities Act of 1933, as amended,
regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No.
Description
3.1
Amended Articles of Association
– 3 –


About LivaNova PLC (NASDAQ:LIVN)

LivaNova PLC is a medical technology company. The Company operates through three segments: Cardiac Surgery, Cardiac Rhythm Management (CRM) and Neuromodulation. The Cardiac Surgery business unit is engaged in the development, production and sale of cardiovascular surgery products, including oxygenators, heart-lung machines, perfusion tubing systems and systems for autotransfusion and autologous blood washing. The CRM business unit develops, manufactures and markets products for the diagnosis, treatment and management of heart rhythm disorders and heart failure. CRM offers products, including leads and delivery systems, and information systems. The Neuromodulation business unit designs, develops and markets neuromodulation-based medical devices for the treatment of epilepsy and depression. Through the Neuromodulation business unit, the Company markets its implantable VNS Therapy systems that deliver vagus nerve stimulation therapy for the treatment of epilepsy and depression.

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