Natus Medical Incorporated (NASDAQ:BABY) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Natus Medical Incorporated (NASDAQ:BABY) 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 February 11, 2019, the board of directors (the “Board”) of Natus Medical Incorporated (the “Company”) appointed Alice D. Schroeder and Thomas J. Sullivan to serve as directors on the Board, effective February 11, 2019. The Company will also nominate Ms. Schroeder and Mr. Sullivan for election at its 2019 Annual Meeting of Stockholders. As compensation for their service on the Board, Ms. Schroeder and Mr. Sullivan will receive annual retainers of $60,000.00. Ms. Schroeder and Mr. Sullivan were each also granted restricted stock valued at $150,000.00 upon their appointment to the Board. There is no arrangement or understanding between Ms. Schroeder or Mr. Sullivan and any other person to which Ms. Schroeder or Mr. Sullivan was selected as a director. The Board has determined that Ms. Schroeder and Mr. Sullivan are each independent and have no material direct or indirect interest in a related party transaction which requires disclosure to Rule 404(a) of Regulation S-K. At the time of the filing of this Current Report on Form 8-K, the Board has not made any determinations regarding Board committee assignments for Ms. Schroeder or Mr. Sullivan.

On February 11, 2019, Robert Gunst informed the Company that he will not stand for re-election to the Board at the Company’s 2019 Annual Meeting of Stockholders. Mr. Gunst has notified the Company that his not standing for re-election is not based on any disagreement with the Company. Following Mr. Gunst’s retirement from the Board, the Board will be composed of seven directors, six of whom are independent.

On February 13, 2019, the Company issued a press release announcing the appointment of Ms. Schroeder and Mr. Sullivan to the Board. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 5.02.

Financial Statements and Exhibits

(d) Exhibits.

ExhibitNo.

Description

99.1

Press release, dated February 13, 2019, regarding the appointment of Ms. Schroeder and Mr. Sullivan to the Company’s Board of Directors.

NATUS MEDICAL INC Exhibit
EX-99.1 2 a2019-02x13electionofnewdi.htm EXHIBIT 99.1 Exhibit Natus Medical Announces Continued Board Refreshment with Two New Independent DirectorsPLEASANTON,…
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About Natus Medical Incorporated (NASDAQ:BABY)

Natus Medical Incorporated is a provider of newborn care and neurology healthcare products and services used for the screening, diagnosis, detection, treatment, monitoring and tracking of common medical ailments in newborn care, hearing impairment, neurological dysfunction, epilepsy, sleep disorders, neuromuscular diseases and balance and mobility disorders. The Company’s segment is neurology and newborn care product families. Its product offerings include computerized neurodiagnostic systems for audiology, neurology, polysomnography, and neonatology, as well as newborn care products, such as hearing screening systems, phototherapy devices for the treatment of newborn jaundice, head-cooling products for the treatment of brain injury in newborns, incubators to control the newborn’s environment, and software systems for managing and tracking disorders and diseases for public health laboratories. It is organized into two strategic business units: Neurology and Newborn Care.

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