LivaNova PLC (NASDAQ:LIVN) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders.
LivaNova PLC (NASDAQ:LIVN) Files An 8-K Submission of Matters to a Vote of Security Holders
On June 18, 2019, LivaNova Plc (“the Company”) held its 2019 Annual General Meeting of shareholders (“AGM”) in London, United Kingdom. As of the record date on April 25, 2019, the Company had 49,333, 391 ordinary shares, nominal value £ 1.00 per share, issued and outstanding. Of these shares, 42,651,208 (or 86.5% of all shares outstanding) were present in person or represented by proxy at the AGM. A quorum was thus present for the transaction of business at the AGM.
At the Company’s AGM, the Company’s shareholders considered eight proposals as more fully described in the Company’s 2019 Proxy Statement and as summarized below. Each of the ordinary resolutions 1-8 was adopted. The number of votes for and against, as well as the number of abstentions and of broker non-votes are set forth below.
1. Ordinary resolution to elect, by separate resolutions, each of the following ten (10) directors for a term expiring at the AGM to be held in 2020. All nominees were elected.
Mr. Francesco Bianchi
Ms. Stacy Enxing Seng
Mr. William A. Kozy
Mr. Damien McDonald
Mr. Daniel J. Moore
Mr. Hugh M. Morrison
Mr. Alfred J. Novak
Dr. Sharon O’Kane
Dr. Arthur L. Rosenthal
Ms. Andrea L. Saia
2. 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.
3. 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.
4. 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, 2018. This advisory resolution was approved.
5. Ordinary resolution to approve the directors’ Remuneration Policy as set out in the UK Annual Report for the period ended December 31, 2018. This advisory resolution was approved.
6. Ordinary resolution to receive and adopt the Company’s audited UK statutory accounts for year ended December 31, 2018, together with the reports of the directors and the auditors thereon. This ordinary resolution was approved.
7. 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.
8. 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.
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.
