LivaNova PLC (NASDAQ:LIVN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

LivaNova PLC (NASDAQ:LIVN) 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.

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(d) Adoption of Amended Non-Employee Director RSU Agreements

On June 12, 2018, the board of directors (the "Board") of LivaNova Plc (the "Company") approved, to the Company's Non-Employee Director Compensation Policy (the "Director Compensation Policy") and consistent with its shareholder-approved 2016 UK Remuneration Policy, an amended form of award agreement (the "2018 Director RSU Agreement"). Grants under the 2018 Director RSU Agreements vest one year after grant date and, for any termination of service, will automatically vest at such termination on a pro-rated basis. Grants to each non-employee director will be made on June 15, 2018 under the 2018 Director RSU Agreements.

The foregoing description of the 2018 Director RSU Agreement is a summary and does not purport to be complete. Such description is qualified in its entirety by reference to the text of the form of 2018 Director RSU Agreement, which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 12, 2018, the Company held its 2018 Annual General Meeting of shareholders (“AGM”) in Houston, Texas, USA.

At the Company’s AGM, LivaNova’s shareholders considered nine proposals as more fully described in the Company’s 2018 Proxy Statement and as summarized below. Each of the ordinary resolutions 1-9 was adopted. The number of votes for and against, as well as the number of abstentions and the percentage of votes cast to each such resolution, are set forth below.

1.Ordinary resolution to elect, by separate resolutions, each of the following nine (9) directors for a term expiring at the AGM to be held in 2019. All nominees were elected.

Mr. Francesco Bianchi

Votes For

Votes Against

Votes Abstained

Broker non-votes

40,564,382

83,089

16,109

1,578,590

% of votes cast

% of votes cast

% of votes cast

99.76

0.20

0.04

Mr. William A. Kozy

Votes For

Votes Against

Votes Abstained

Broker non-votes

40,617,746

29,725

16,109

1,578,590

% of votes cast

% of votes cast

% of votes cast

99.89

0.07

0.04

Mr. Damien McDonald

Votes For

Votes Against

Votes Abstained

Broker non-votes

40,509,621

137,850

16,109

1,578,590

% of votes cast

% of votes cast

% of votes cast

99.62

0.34

0.04

Mr. Daniel J. Moore

Votes For

Votes Against

Votes Abstained

Broker non-votes

40,483,491

162,360

17,729

1,578,590

% of votes cast

% of votes cast

% of votes cast

99.56

0.40

0.04

Mr. Hugh M. Morrison

Votes For

Votes Against

Votes Abstained

Broker non-votes

40,008,295

639,176

16,109

1,578,590

% of votes cast

% of votes cast

% of votes cast

98.39

1.57

0.04

Mr. Alfred J. Novak

Votes For

Votes Against

Votes Abstained

Broker non-votes

40,507,692

138,281

17,607

1,578,590

% of votes cast

% of votes cast

% of votes cast

99.62

0.34

0.04

Dr. Sharon O’Kane

Votes For

Votes Against

Votes Abstained

Broker non-votes

37,964,503

2,682,968

16,109

1,578,590

% of votes cast

% of votes cast

% of votes cast

93.36

6.60

0.04

Dr. Arthur L. Rosenthal

Votes For

Votes Against

Votes Abstained

Broker non-votes

40,509,111

138,360

16,109

1,578,590

% of votes cast

% of votes cast

% of votes cast

99.62

0.34

0.04

Ms. Andrea L. Saia

Votes For

Votes Against

Votes Abstained

Broker non-votes

40,562,110

85,361

16,109

1,578,590

% of votes cast

% of votes cast

% of votes cast

99.75

0.21

0.04

2.Ordinary resolution to approve, on an advisory basis, the frequency (“U.S. Say-on-Frequency”) of future advisory votes on the Company’s compensation of its Named Executive Officers (“U.S. Say-on-Pay”). A plurality of votes cast were voted in favor of holding future U.S. Say-on-Pay votes annually.

Every 1 year

Every 2 years

Every 3 years

Votes Abstained

Broker non-votes

38,700,486

372,270

1,568,525

22,299

1,578,590

% of votes cast

% of votes cast

% of votes cast

% of votes cast

95.17

0.92

3.86

0.05

Based on the voting results for this Proposal 2 at the AGM, and the Board’s consideration of the appropriate voting frequency for the Company at this time, the Board has decided that the Company will include a U.S. Say-on Pay vote in its proxy materials every year until such time as the next advisory vote is submitted to stockholders regarding the frequency of advisory votes on executive compensation, or until the Board otherwise determines that it is in the best interest of the Company to hold a U.S. Say on Pay vote with different frequency.

3.Ordinary resolution to approve, on an advisory basis LivaNova’s compensation of its Named Executive Officers (“U.S. Say-on-Pay”). This advisory resolution was approved.

Votes For

Votes Against

Votes Abstained

Broker non-votes

38,737,927

1,849,958

75,695

1,578,590

% of votes cast

% of votes cast

% of votes cast

95.26

4.55

0.19

4.Ordinary resolution to ratify the appointment of PricewaterhouseCoopers LLP, a Delaware limited liability partnership ("PwC USA"), as the Company’s independent registered public accounting firm for the year ended December 31, 2018. This ordinary resolution was approved.

Votes For

Votes Against

Votes Abstained

42,129,437

95,324

17,409

% of votes cast

% of votes cast

% of votes cast

99.73

0.23

0.04

5.Ordinary resolution to approve, on an advisory basis, the directors’ remuneration report in the form set out in the Company’s UK annual report and accounts (“U.K. Annual Report”) for the period ended December 31, 2017. This advisory resolution was approved.

Votes For

Votes Against

Votes Abstained

Broker non-votes

38,812,581

1,825,803

25,196

1,578,590

% of votes cast

% of votes cast

% of votes cast

95.45

4.49

0.06

6.Ordinary resolution to approve the LivaNova Global Employee Share Purchase Plan (”ESPP”). This ordinary resolution was approved.

Votes For

Votes Against

Votes Abstained

Broker non-votes

40,450,559

194,184

18,837

1,578,590

% of votes cast

% of votes cast

% of votes cast

99.47

0.48

0.05

7.Ordinary resolution to receive and adopt the Company’s audited UK statutory accounts for year ended December 31, 2017, together with the reports of the directors and the auditors thereon. This ordinary resolution was approved.

Votes For

Votes Against

Votes Abstained

42,152,447

1,053

88,670

% of votes cast

% of votes cast

% of votes cast

99.79

0.00

0.21

8.Ordinary resolution to re-appoint PricewaterhouseCoopers UK, a limited liability partnership organized under the laws of England (“PwC U.K.”) as the Company’s 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. This ordinary resolution was approved.

Votes For

Votes Against

Votes Abstained

42,218,373

3,375

20,422

% of votes cast

% of votes cast

% of votes cast

99.94

0.01

0.05

9.Ordinary resolution to authorize the directors and/or the Audit & Compliance Committee of the Company to determine the remuneration of PwC UK, in its capacity as the Company’s UK statutory auditor under the UK Companies Act 2006. This ordinary resolution was approved.

Votes For

Votes Against

Votes Abstained

42,085,205

107,322

49,643

% of votes cast

% of votes cast

% of votes cast

99.63

0.25

0.12

Item 9.01 Financial Statements and Exhibits

d) Exhibits

Exhibit

Description

10.1

2018 Director RSU Agreement

Exhibit Index

Exhibit No.

Description

10.1

2018 Director RSU Agreement


LivaNova PLC Exhibit
EX-10.1 2 exhibit101_2018directorrsu.htm 2018 DIRECTOR RSU AGREEMENT Exhibit EXHIBIT 10.1LIVANOVA PLC2015 INCENTIVE AWARD PLANDIRECTOR RESTRICTED STOCK UNIT AWARD GRANT NOTICELivaNova PLC,…
To view the full exhibit click here

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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