ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Election of Directors
At a meeting of the Board of Directors (the
“Board”) of Repro Med Systems, Inc. dba RMS Medical Products (“RMS” or the “Company”) held
on December 5, 2018, the Board approved an increase in the size of the Board from seven to nine members. Upon recommendation of
the Board’s Governance and Nomination Committee, the Board appointed Robert Allen and James Beck as new directors to fill
the two resulting vacancies, effective immediately. Mr. Allen and Mr. Beck will serve as directors in accordance with the Company’s
Amended and Restated Bylaws.
Mr. Allen most recently served as President of Coram/CVS Infusion Services, a $1.4 billion infusion services
business, and currently sits on the board of Oceans Healthcare.
Mr. Beck most recently served as the Executive Chairman, President and Chief Executive Officer of Medical
Specialties Distributors (MSD), a significant customer of the Company, which was purchased by McKesson for $800 million in June
2018.
The press release dated December 6, 2018 announcing the events described in the foregoing paragraphs is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Appointment of Executive Officer
On December 5, 2018, RMS appointed Manuel (Manny) Marques, age 45, as its Chief Operating Officer, effective
immediately. Mr. Marques has served as the Company’s
Vice President of Operations & Engineering since February 2016, and joined RMS as Director of Manufacturing and Mfg. Engineering
in July 2015. Prior to joining RMS, Mr. Marques Served as Lean Manufacturing Champion at Nobel Biocare Procera LLC, a manufacturer
of dental implants and CAD/CAM-based individualized prosthetics, from February 2013 until joining RMS. Mr. Marques has over 23
years of experience within the dental, medical device, and automotive industries, and holds two U.S. patents for cardiovascular
medical devices. Mr. Marques obtained a BS in Mechanical Engineering Technology and also an MS in Engineering Management from the
New Jersey Institute of Technology.
The press release dated December 6, 2018 announcing the events described in the foregoing paragraphs is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
Amendment to Bylaws
At a meeting of the Board held on December 5, 2018, the Board approved and adopted effective as of such date
the Amended and Restated Bylaws of the Company (the “Restated By-Laws”) which amend and restate the current By-laws
of the Company. Among other things, the amendments:
(i) reduce the required ownership percentage for shareholders to call a special meeting
of shareholders from 25% to 10%;
(ii) require the vote of a majority of the shareholders present and voting at a shareholders’
meeting to approve the election of directors in an uncontested election;
(iii) details advance notice procedures for shareholder proposals and director nominations;
(iv) permit the Board to determine the size of the Board, without shareholder approval, between
five and nine members; and
(v) clarify the Company’s mandatory officer positions.
The foregoing description of the Restated By-Laws does not purport to be complete and is qualified in its
entirety by reference to the full text of the Restated By-Laws attached hereto as Exhibit 3(iii) and incorporated herein by reference.
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