Business Context and Reporting Period
This Form 8-K Current Report was filed by LeMaitre Vascular, Inc. on December 10, 2012, covering events that occurred on December 6, 2012 and December 9, 2012. The filing primarily addresses significant changes to the Company's Board of Directors.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance changes and director compensation arrangements.
Material Changes
- Resignations: On December 6, 2012, Michael C. Jackson, William N. Thorndike, Jr., and George D. LeMaitre, M.D. resigned from the Board of Directors.
- Reappointment: On December 9, 2012, William N. Thorndike, Jr. was reappointed as a director and named Chairman of the Nominating and Corporate Governance Committee, effective immediately.
- Term: Mr. Thorndike serves as a Class II director until the 2014 annual stockholders meeting.
Management Commentary, Risks, and Compensation
Mr. Thorndike is the managing partner of Housatonic Partners, which holds a Registration Rights Agreement with the Company dated June 17, 1998. No other material interests or arrangements were disclosed.
Compensation Structure for Mr. Thorndike:
- Retainers: Entitled to an aggregate annual retainer of $15,000 for his service as Chairman of the Nominating and Corporate Governance Committee.
- Meeting Fees: Receives $2,500 for in-person quarterly Board meetings, $1,000 for remote quarterly meetings, $500 for special Board meetings, and $500 for committee meetings.
- Equity: Eligible for an option to purchase 7,500 shares of common stock at the first Board meeting following each annual stockholders meeting, provided he has served for at least six months.
- Caps: Aggregate cash compensation for any non-employee director cannot exceed $40,000 per year without Board approval.
Investor Verification Checklist
- Verify the full text of the press release (Exhibit 99.1) for additional context on the resignations and reappointment.
- Confirm the status of the Registration Rights Agreement between the Company and Housatonic Partners.
- Review the Company's Non-Employee Director Compensation Policy to ensure the $15,000 aggregate retainer aligns with the stated fee schedule.
- Check subsequent filings to confirm if the remaining vacancies on the Board were filled.