Business Context and Reporting Period
This Form 8-K Current Report was filed by Integer Holdings Corporation on October 17, 2016. The filing primarily addresses corporate governance changes, specifically the election of a new director to the Board of Directors effective October 17, 2016.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The only financial figure disclosed relates to historical severance benefits paid to the newly elected director.
- Historical Severance: Approximately $2.9 million paid to Donald Spence upon his resignation following the Lake Region Medical acquisition in 2015.
Material Changes
The material change reported is the appointment of Donald Spence to the Board of Directors. Mr. Spence will serve on the Science and Technology Committee. His term is set to continue until the 2017 Annual Meeting of Stockholders or until a successor is elected, qualified, or he resigns/is removed.
Management Commentary and Risks
Management highlights Mr. Spence's 40 years of experience, including over 25 years in the medical device industry. His background includes serving as CEO of Lake Region Medical Holdings, Inc. (acquired by Integer in 2015) and executive roles at Philips Respironics and GKN Sinter Metals. The filing notes that Mr. Spence will receive remuneration in accordance with the Company's non-employee director compensation program described in the April 18, 2016 proxy statement. No new risks or contingencies were disclosed in this report.
Investor Verification Checklist
- Verify the specific terms of the non-employee director compensation program referenced in the April 18, 2016 proxy statement.
- Confirm the composition of the Science and Technology Committee following Mr. Spence's appointment.
- Review the attached press release (Exhibit 99.1) for additional details on the Board's strategic direction.