Current Report Filing (8-k)
October 02 2017 - 8:35AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D
.
C
.
20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earli
e
st event reported):
October
2
, 201
7
_______________________
CRYOLIFE, INC.
(Exact name of registrant as specified in its charter)
_________________________
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Florida
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1-13165
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59-2417093
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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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1655
Roberts Boulevard, N.W.
,
Kennesaw
,
Georgia
30144
(Address of principal executive office) (zip code)
Registrant's telephone number, including area code: (770) 419-3355
_____________________________________________________________
(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):
☐
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))
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Section 5
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Corp. Governance and Management
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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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On
September 29
, 2017
, the Board of Directors (the “Board”) of CryoLife, Inc. a Florida corporation (NYSE: CRY) (the “Company”) increased the size of the Company’s Board to nine members and elected
Jeffrey H
. Bu
rbank
as a director of the Company. Mr.
Burbank
will be included
as one of
the Company’s directors who will stand for reelection by the Company’s shareholders at the Company’s Annual Meeting to be held in May 201
8
. On
October 2, 201
7
,
the Company issued a press release regarding Mr.
Burbank’s
appointment, a copy of which is attached hereto.
The Board has affirmatively determined the Mr.
Burbank
qualifies
as an independent director under the categorical standards of the corporate governance rules of New York Stock Exchange as defined under applicable law.
There are no arrangements or understandings between Mr.
Burbank
and any person pursuant to
which Mr.
Burbank
was selected as a director, and there are no actual or proposed transactions between Mr.
Burbank
or any of his related persons and the Company that would require disclosure under Item 404(a) of Regulation S-K (17 CFR 229.404(a)) in connection with his appointment as a director of the Company.
As of the date of his appointment, Mr.
Burbank
is entitled to receive compensation and participate in the plans of the Company applicable to all of the Company’s directors, as more particularly described on
page
1
7
of the Comp
any’s proxy statement filed
March 28, 2017
, under th
e sub-heading “Elements of Non-Employee Director Compensation
”
. In accordance with such plans,
Mr.
Burbank
will be
granted,
as soon as practicable after any applicable trading blackout has been lifted,
a restricted stock award value
d at $
67,000
on the grant date
, such award to vest
one year front grant
.
I
n addition
,
commencing on
October
1, 201
7
, Mr.
Burbank
will receive monthly cash compensation for
his
service on the Board ($3,333.33/month)
and
for his
service on the Corporate Governance Committee
($
625
/
month
)
until such time as the Company’s
Board
determine
s
to modify the cash component for director compensation
or committee membership
or Mr.
Burbank
ceases to be a director
or to serve on the Corporate Governance Committee
. Each of the foregoing awards was made in respect of, and prorated to, Mr.
Burbank’s
service from the date of his appointment until the anticipated date of the Company’s next Annual Meeting.
Except as set forth above, there is no other material Company plan, contract or arrangement in which Mr.
Burbank
will participate in connection with his appointment.
Section 9
Financial Statements and Exhibits.
Item 9.01(d)
Exhibits
(a)
Financial Statements
Not applicable
(b)
Pro Forma Financial Information.
Not applicable.
(c)
Shell Company Transactions.
Not applicable.
(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 October 2, 201
7
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*This exhibit is furnished, not filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, CryoLife, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CRYOLIFE, INC.
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Date: October 2, 2017
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By:
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/s/ D. Ashley Lee
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Name:
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D. Ashley Lee
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Title:
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Executive Vice President, Chief Operating Officer and Chief Financial Officer
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