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
that Thad A. Huston will join the Company as Chief Financial
Officer, effective May 20, 2017. Mr. Huston joins the Company
from Johnson Johnson, Inc. (JJ), where he was most recently Group
Chief Financial Officer, Medical Devices. His career at JJ
spanned more than twenty-five years and included various senior
roles, including: President of JJs Xian-Janssen Pharmaceuticals
division in China; Vice President – Finance, Chief Financial
Officer and Chief Operations Officer in JJ Pharmaceutical
Research and Development; as well as Vice President – Finance and
Chief Financial Officer at Ortho-McNeil Pharmaceuticals. Prior to
this, he held senior financial roles at various JJ locations in
the U.S., China, Belgium, Russia and Hungary.
any other persons to which Mr. Huston was selected as an officer.
Neither Mr. Huston nor any related person of Mr. Huston has a
direct or indirect material interest in any existing or currently
proposed transaction to which the Company is or may become a
party. Mr. Huston is not related to any of the executive officers
or directors of the Company.
an annual base salary of 375,000 ($483,304)>Exchange
rates in this paragraph are for illustrative purposes only and
employ the oanda.com interbank rate of May 5, 2017 of $ 1.28881
per GBP, (2) a potential annual incentive bonus target equal to
90% of his annual base salary to the Companys annual short-term
incentive plan in place in any given year, (3) a supplemental
pension contribution equal to 15% of the sum of Mr. Hustons base
salary and annual bonus, (4) a car allowance in the amount of
1,100 ($1,417) per month, (5) a one-time relocation allowance in
the amount of 15,000 ($19,332), (6) two years of assistance with
U.S. and United Kingdom tax compliance, (7) immigration support
for working in the United Kingdom, (8) up to one year of
temporary living expenses; (9) assistance with the sale of Mr.
Hustons principal residence in the U.S., (10) assistance with the
purchase of a principal residence in the United Kingdom; (11) a
pre-departure trip to London for Mr. Huston and his spouse to
secure housing, as well as travel and shipping costs of Mr.
Huston and his spouse and their possessions at the time of
relocation; (12) tax gross-up on any of the foregoing relocation
benefits where the benefits are otherwise taxable; and (13) such
benefits as are generally made available to U.K.-based LivaNova
employees.
recommend to the Compensation Committee (1) as compensation to
Mr. Huston for the value of equity awards he forfeited at his
former employer, an inducement award of restricted stock units
(RSUs) having a grant-date cost of $2.3 million vesting annually
over a four-year period, and (2) annual equity awards under the
Companys long-term incentive plan having an aggregate grant-date
cost equal to $1.5 million. On May 5, 2017 the Compensation
Committee approved the foregoing awards, effective on the date
that Mr. Huston commences employment. The form of award
agreements for the foregoing RSU awards are those filed as
Exhibits 10.1 and 10.2 to the Current Report on Form 8-K filed on
May 11, 2017.
other interests.
arrangements is qualified in its entirety by the text of Mr.
Hustons Service Agreement and Side Letter, each dated April 27,
2017, copies of which are attached as Exhibits 10.1 and 10.2 to
this Current Report on Form 8-K and which are incorporated herein
by reference.
announcing Mr. Hustons appointment as Chief Financial Officer. A
copy of the press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
illustrative purposes only and employ the oanda.com interbank
rate of May 5, 2017 of $ 1.28881 per GBP.
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Exhibit No.
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Description
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10.1
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Service Agreement, by and between LivaNova PLC and
Thad Huston, dated April 27. 2017. |
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10.2
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Side Letter dated April 27, 2017 from LivaNova PLC to
Thad A. Huston |
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99.1
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Press Release issued by LivaNova PLC dated May 16,
2017. |
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. LivaNova PLC (NASDAQ:LIVN) Recent Trading Information
LivaNova PLC (NASDAQ:LIVN) closed its last trading session 00.00 at 56.90 with 304,238 shares trading hands.
