Current Report Filing (8-k)
December 13 2018 - 8:02AM
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
Date of Report (Date of earliest event reported): December 7, 2018
PerkinElmer, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Massachusetts
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001-05075
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04-2052042
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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940 Winter Street, Waltham, Massachusetts
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02451
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (781)
663-6900
Not applicable.
(Former Name or Former Address, if Changed Since Last Report)
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. below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 ☐
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. ☐
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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On December 7, 2018, the Board of Directors (the
Board) of PerkinElmer, Inc. (PerkinElmer or the Company) elected Prahlad Singh to serve as the Companys President and Chief Operating Officer, effective as of January 1, 2019. Dr. Singh currently
serves the Company as Executive Vice President and President, Diagnostics. He will assume the President role from Robert F. Friel, who will remain the Companys Chairman and Chief Executive Officer.
Dr. Singh joined the Company in 2014 as President of the Diagnostics business. He was elected Senior Vice President in 2016 and Executive
Vice President in March 2018. Dr. Singh was General Manager of GE Healthcares Womens Health Business from 2012 to 2014, with responsibility for the mammography and bone densitometry businesses. Prior to that, Dr. Singh held senior
executive level roles in strategy, business development and M&A at both GE Healthcare and Philips Healthcare. From 1995 to 2007, he held leadership roles of increasing responsibility at DuPont Pharmaceuticals and subsequently Bristol-Myers
Squibb Medical Imaging which included managing the Asia Pacific and Middle East regions.
Upon commencement of his service as President
and Chief Operating Officer, and as approved by the Compensation and Benefits Committee of the Board on December 7, 2018, Dr. Singhs annual base salary will be increased to $650,000 and he will continue to participate in the
Companys Global Incentive Compensation Plan with his target award opportunity increasing to 90% of his annual salary. Dr. Singh will also continue to participate in the Companys annual Long-Term Incentive Program, with his target
award opportunity increasing to 350% of his annual salary.
Dr. Singh will receive awards under the Companys annual Long-Term
Incentive Program at the same time and on the same terms and conditions as the Companys other executive officers. Stock option grants under the program will have an exercise price equal to the fair market value of PerkinElmers common
stock on the date of grant and will cover the number of shares that results in a grant date fair value equal to the portion of the grant value for Dr. Singh under the program that is to be allocated to stock options. The number of shares of
restricted stock and performance based restricted stock units (PRSUs) granted will be determined by dividing the applicable grant value allocated to each of those award types by the closing price of PerkinElmers common stock on the
date of grant. The stock options and shares of restricted stock will be subject to time-based vesting over a three-year period and the PRSUs will vest based on the achievement of financial performance goals at the end of a three-year performance
period.
Dr. Singh and the Company previously entered into an employment agreement dated as of
October 3, 2016, which will remain in effect following the effective date of his appointment as President and Chief Operating Officer. The agreement is similar to employment agreements the Company has with other executive officers and it
provides, among other things, for specified benefits to Dr. Singh upon a termination by the Company of Dr. Singhs employment without cause, or if he voluntarily terminates his employment for good reason, with
increased benefits if such termination occurs within 36 months following the occurrence of a change in control, as those terms are defined in the agreement.
The above summary of Dr. Singhs employment agreement is qualified in its entirety by reference to the full text of the agreement, a
copy of which was attached to the Companys Annual Report on Form
10-K
filed with the Commission on February 28, 2017 as Exhibit 10.2(10) and which is incorporated into this Item 5.02 by reference.
Item 5.03
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Amendments to Articles of Incorporation or
By-laws;
Change in Fiscal
Year.
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On December 7, 2018, the Board also amended and restated the Companys
by-laws,
effective immediately, to amend the requirement in Article III, Section 3 of the
by-laws
that the President be a director of the Company to instead require that
the Chief Executive Officer be a director of the Company.
The amended and restated
by-laws
also
reflect certain conforming and related changes to Article III, Sections 7 and 8.
The foregoing description is qualified in its entirety
by reference to the full text of the Companys amended and restated
by-laws,
a copy of which is filed as Exhibit 3.2 to this report and is incorporated into this Item 5.03 by reference.
Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
SIGNATURE
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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PERKINELMER, INC.
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Date: December 13, 2018
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By:
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/s/ Joel S. Goldberg
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Joel S. Goldberg
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Senior Vice President, Administration, General Counsel and Secretary
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