Current Report Filing (8-k)
February 19 2019 - 8:46AM
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
13, 2019
|
Date of report (Date of earliest event reported)
|
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)
|
|
(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)
|
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))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
|
|
Emerging growth company
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⃞
|
|
|
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
|
⃞
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Item 5.02
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
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(c) On February 13, 2019, the Board of Directors (the “
Board
”)
of Surmodics, Inc. (the “
Company
”) appointed Timothy J.
Arens as the Company’s Vice President, Finance, and Chief Financial
Officer, and principal financial officer, effective immediately. Mr.
Arens had served in this role on an interim basis since May 25,
2018. Mr. Arens, 51, will continue to serve as the Company’s Vice
President, Corporate Development and Strategy, a role in which he has
served since February 2013.
Previously, from August 2011 to February 2013, Mr. Arens has
served as the Company’s Vice President of Finance and interim Chief
Financial Officer. From October 2010 to August 2011, Mr. Arens served
as the Company’s General Manager, In Vitro Diagnostics. Mr. Arens
joined the Company in February 2007 as Director, Business Development,
and served in finance roles of increasing responsibility, including as
Senior Director of Financial Planning and Analysis. Mr. Arens holds a
Bachelor of Science in Finance from the University of Wisconsin-Eau
Claire, and a Masters of Business Administration from the Carlson School
of Management at the University of Minnesota.There were no arrangements
or understandings between Mr. Arens and any other persons pursuant to
which he was selected or nominated as an officer of the Company. Mr.
Arens does not have a family relationship with any director or executive
officer of the Company. There are no transactions or proposed
transactions between the Company and Mr. Arens that would require
disclosure under Item 404(a) of Regulation S-K.
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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The Annual Meeting of Shareholders of
the Company was held on February 13, 2019. 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 December
21, 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
|
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Withheld
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Broker Non-Votes
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Ronald B. Kalich
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10,244,149
|
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342,117
|
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1,479,445
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Shawn T McCormick
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10,271,172
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315,094
|
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1,479,445
|
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
|
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Abstain
|
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Broker Non-Votes
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10,553,070
|
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2,853
|
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30,343
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1,479,445
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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 2019 by the following vote:
For
|
|
Against
|
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Abstain
|
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Broker Non-Votes
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11,938,009
|
|
104,215
|
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23,487
|
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-
|
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
|
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Broker Non-Votes
|
8,620,826
|
|
1,632,308
|
|
333,132
|
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1,479,445
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5.
Surmodics, Inc. 2019 Equity Incentive Plan
. The
Company’s shareholders approved the Company’s 2019 Equity Incentive Plan
by the following vote:
For
|
|
Against
|
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Abstain
|
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Broker Non-Votes
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9,562,543
|
|
1,020,857
|
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2,866
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1,479,445
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Item 7.01
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Regulation FD Disclosure.
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On February 18, 2019, the Company issued a press release
announcing Mr. Aren’s appointment. The text of the press release is
attached as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibit
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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, 2019.
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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, 2019
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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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