Current Report Filing (8-k)
February 19 2014 - 6:01AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
February
17, 2014
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Date of report (Date of earliest event reported)
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SurModics, Inc.
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(Exact Name of Registrant as Specified in its Charter)
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Minnesota
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0-23837
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41-1356149
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(State of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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9924 West 74th Street
Eden Prairie, Minnesota
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55344
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(952) 500-7000
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(Registrant’s Telephone Number, Including Area Code)
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Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction A.2):
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
(b) On February 17, 2014, Mary K. Brainerd, a member of the board
of directors of SurModics, Inc. (the “Company”), resigned
as a director of the Company. The resignation of Ms. Brainerd was a
result of other time commitments and not as a result of any disagreement
with the Company about any matter relating to its operations, policies
or practices.
(d) On February 17, 2014, the Company’s board of directors
appointed Ronald B. Kalich and Timothy S. Nelson to the Company’s board
of directors, effective immediately. In connection with these
appointments, the Board also increased the size of the Board from eight
members to nine members. Messrs. Kalich and Nelson will both serve on
the Board’s Audit Committee and Organization and Compensation
Committee. There are no arrangements or understandings between Mr.
Kalich or Mr. Nelson and any other persons pursuant to which either was
appointed a director of the Company, and neither has a direct or
indirect material interest in any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
Messrs. Kalich and Nelson will be compensated for their services on the
board in accordance with the Company’s Board Compensation Policy (the “Policy”),
which policy was amended by the Board on February 17, 2014, as further
discussed below. Pursuant to the Policy, Messrs. Kalich and Nelson will
receive an annual cash retainer of $35,000 for their service on the
board, $6,000 for their service on the Audit Committee, and $4,500 for
their service on the Organization and Compensation Committee. In
addition to the cash retainers, Messrs. Kalich and Nelson were granted
an equity award having a grant date fair value of $60,000, one-half of
such award in the form of a nonqualified stock option to purchase shares
of the Company’s common stock and the other half in the form of
restricted stock units. The stock options have a seven-year term, and
vest ratably on a monthly basis and will become fully vested on the
first anniversary of the date of grant. The restricted stock units vest
ratably on a monthly basis and will become fully vested on the first
anniversary of the date of grant.
A copy of a press release announcing the foregoing is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Item 8.01 Other Events.
As noted above, on February 17, 2014, the Board approved an amendment to
the Policy in order to align its director compensation program with
current corporate governance best practices. Previously under the
Policy, non-employee directors received equity compensation that vests
over multiple years. Under the Policy as amended, non-employee
directors’ equity compensation will vest over a more typical one-year
period. In connection with amending the Policy, the Board also approved
amendments that allow the unvested portions of previously issued and
outstanding equity awards to vest fully if a director’s board service
ends after the one-year anniversary of the grant date of the applicable
award. If a director’s board service ends prior to the one-year
anniversary of the grant date of an applicable award, the unvested
portions will vest on a prorated monthly basis within the one-year
period following the date of grant. All previously issued and fully
vested equity awards remain unchanged. In connection with these
amendments, the Company will take a one-time non-cash charge of
approximately $0.9 million pretax, or approximately $0.04 per share, in
the second quarter of fiscal 2014. The Company will update its earnings
guidance to reflect this charge in its second quarter fiscal 2014
earnings release.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
Number
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Description
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99.1
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Press Release dated February 18, 2014
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SIGNATURES
Pursuant to
the requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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SURMODICS, INC.
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Date:
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February 18, 2014
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/s/ Bryan K. Phillips
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Bryan K. Phillips
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Sr. Vice President, General Counsel and Secretary
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EXHIBIT INDEX
Exhibit
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Number
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Description
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99.1
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Press Release dated February 18, 2014
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