Establishment Labs Holdings Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
$ESTA
Industrial Specialties
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Filippo "Peter" Caldini as Chief Executive Officer and to the Board of Directors
On May 6, 2025, following an extensive search process for the Company’s permanent Chief Executive Officer role, the Board of Directors (the “Board”) of Establishment Labs Holdings Inc. (the “Company”) appointed the Company’s interim Chief Executive Officer Fillipo “Peter” Caldini to serve as Chief Executive Officer, effective May 7, 2025. The Board also appointed Mr. Caldini as a Class II director of the Company, effective May 24, 2025, with a term of office expiring at the Company’s 2026 Annual General Meeting of Shareholders, filling the vacancy created by the death of director Dennis Condon on January 29, 2025.
There has been no change in Mr. Caldini’s compensation as a result of his appointment to Chief Executive Officer, and Mr. Caldini will not be eligible to receive compensation as a member of the Board as a result of his position as an employee of the Company.
Biographical information for Mr. Caldini can be found under the caption “Executive Officers” in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 10, 2025, which information is incorporated herein by reference.
There are no arrangements or understandings between Mr. Caldini and any other persons pursuant to which he was appointed as Chief Executive Officer of the Company and to serve as a member of the Board. Mr. Caldini has no family relationships with any of the Company’s directors or executive officers, and Mr. Caldini does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On May 7 2025, the Company issued a press release announcing Mr. Caldini’s appointment. A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The information in Item 7.01 of this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | ||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
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.
ESTABLISHMENT LABS HOLDINGS INC. | ||||||||||||||
Dated: | May 7, 2025 | By: | /s/ Rajbir S. Denhoy | |||||||||||
Name: | Rajbir S. Denhoy | |||||||||||||
Title: | Chief Financial Officer | |||||||||||||