Current Report Filing (8-k)
April 17 2017 - 04:44PM
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
April
12, 2017
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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 74
th
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.
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Departures of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
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(d) On April 12, 2017, the Board of Directors of Surmodics,
Inc. (the “
Company
”) appointed Lisa Wipperman Heine, 53, to
serve as a director of the Company, effective immediately. In
connection with this appointment, the Board also increased the size of
the Board from six to seven members. Ms. Heine will serve on the
Organization and Compensation Committee, and the Corporate Governance
and Nominating Committee of the Board. There are no arrangements or
understandings between Ms. Heine and any other persons pursuant to which
Ms. Heine was appointed a director of the Company, nor does she have a
direct or indirect material interest in any transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
Ms. Heine will be compensated for her services on the Board in
accordance with the Company’s Board Compensation Policy (the “
Policy
”). Pursuant
to the Policy, Ms. Heine will receive an annual cash retainer of $35,000
for her service on the board, $5,000 for her service on the Organization
and Compensation Committee, and $4,000 for her service on the Corporate
Governance and Nominating Committee. In addition to the cash retainers,
Ms. Heine was 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 equity awards vest
ratably on a monthly basis and will become fully vested on the earlier
of the 12-month anniversary of the grant date, or the date of the next
year’s annual meeting.
On April 17, 2017, the Company issued a press release announcing Ms.
Heine’s appointment as a director of the Company. A copy of the press
release is attached as an exhibit hereto.
Item 9.01
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Financial Statements and 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 April 17, 2017
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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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April 17, 2017
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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 April 17, 2017
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