Surmodics, Inc. (NASDAQ:SRDX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Surmodics, Inc. (NASDAQ:SRDX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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(e) Effective February22, 2018, Surmodics, Inc. entered into its standard form of change of control agreement for its executive officers (the “Agreement”) with Thomas A. Greaney, its Chief Operating Officer, Medical Devices. The Agreement was approved by the Organization and Compensation Committee of the Board of Directors.

The Agreement will be in effect until the twelve-month anniversary of the date on which a “change of control” (as defined in the Agreement) occurs. The Agreement will automatically terminate and Mr. Greaney will not be entitled to any of the compensation and benefits described in the Agreement if, prior to a Change of Control occurring, his employment with the Company terminates for any reason or no reason, or if he no longer serves as an executive officer of the Company.

Mr. Greaney will be provided with severance benefits in the event his employment with the Company is terminated following a change of control of the Company. If, within twelve months following the occurrence of a change of control, Mr. Greaney’s employment with the Company is terminated either by the Company without cause, or by him for “good reason” (as defined in the Agreements), then he will receive: (1)a severance payment equal to two times the sum of his (i)base salary in effect as of the date of the change of control termination, and (ii)an amount equal to the target short-term incentive opportunity for the year in which the change of control termination occurs; and (2)continuation coverage of life, health or dental benefits for up to 18 months. In addition, any unvested portions of his outstanding options or stock appreciation rights will immediately vest and become exercisable; any remaining forfeiture provisions associated with his outstanding restricted stock or unit awards will immediately lapse; and all shares subject to all outstanding performance share awards shall become immediately vested and payable at the applicable target performance objectives. If the severance benefits payable to Mr. Greaney would constitute an “excess parachute payment” under Section280G of the Internal Revenue Code, such payment shall either be reduced so that it will not constitute an excess parachute payment, or paid in full, depending on which payment would result in his receiving the greatest after tax payment. In case of the latter, Mr. Greaney would be liable for any excise tax owed.

The foregoing description of the Agreements is qualified in its entirety by reference to the Change of Control Agreements, which is filed as an exhibit to this Form 8-K.

Item 5.02Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Shareholders of the Company was held on February 21, 2018. The final voting results of the proposals which were described in more detail in the Company’s proxy statement filed with the Securities and Exchange Commission on January 4, 2018, are set forth below.

1.Election of Directors. Each of the individuals nominated by the Company’s Board of Directors to serve as Class I directors was duly elected by the Company’s shareholders, and the final results of the votes cast are as follows:

For

Withheld

Broker Non-Votes

David R. Dantzker, M.D.

10,337,519

356,308

1,214,635

Lisa W. Heine

10,338,017

355,810

1,214,635

Gary R. Maharaj

10,613,337

80,490

1,214,635

2.Set the Number of Directors. The Company’s shareholders approved the proposal to set the number of directors at seven (7) by the following vote:

For

Against

Abstain

Broker Non-Votes

10,649,571

43,195

1,061

1,214,635

3.Ratification of the Appointment of Deloitte & Touche LLP. The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2018 by the following vote:

For

Against

Abstain

Broker Non-Votes

11,788,625

118,028

1,809

4.Advisory Vote on Executive Compensation. The Company’s shareholders approved the compensation of the Company’s named executive officers, on an advisory basis, by the following vote:

For

Against

Abstain

Broker Non-Votes

10,222,899

455,868

15,060

1,214,635

Item 5.02Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Number

Description

10.1

Change of Control Agreement with Thomas A. Greaney dated February 22, 2018


SURMODICS INC Exhibit
EX-10.1 2 a51763795ex10_1.htm EXHIBIT 10.1 Exhibit 10.1       CHANGE OF CONTROL AGREEMENT Parties: Surmodics,…
To view the full exhibit click here

About Surmodics, Inc. (NASDAQ:SRDX)

Surmodics, Inc. is a provider of medical device and in vitro diagnostic technologies to the healthcare industry. The Company operates through two segments: Medical Device and In Vitro Diagnostics. The Company’s Medical Device segment consists of surface modification coating technologies to improve access, deliverability and predictable deployment of medical devices; international cardiology and peripheral balloon design, development and manufacturing, as well as drug delivery coating technologies to provide site-specific drug delivery from the surface of a medical device. The Company’s In Vitro Diagnostics segment manufactures or sells components for in vitro diagnostic immunoassay and molecular tests. The In Vitro Diagnostics segment manufactures and sells surface coatings to the diagnostic, biomedical research and life science markets. In Vitro Diagnostics segment offers protein stabilization reagents, substrates, antigens and surface coatings.

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