Integer Holdings Corporation filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Biotechnology: Electromedical & Electrotherapeutic Apparatus
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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(Exact name of registrant as specified in its charter)
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(214 ) 618-5243
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As further described below in Item 5.07 of this Current Report on Form 8-K, on May 21, 2025 , at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Integer Holdings Corporation (the “Company”), the Company's stockholders approved an amendment (the "Amendment”) to the Company's Restated Certificate of Incorporation, as amended (the “Charter”), to provide for the elimination of monetary liability of certain officers of the Company in certain circumstances as permitted by Delaware law. On May 23, 2025, the Company filed a Certificate of Amendment to the Charter that sets forth the Amendment (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware.
A description of the Amendment is set forth in the Company's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 7, 2025, in the section entitled “Proposal 4 – Approval of an Amendment to the Company's Restated Certificate of Incorporation (Officer Exculpation).” The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Additionally, on May 21, 2025 , the Company's Board of Directors (the “Board”) approved an amendment to the Company’s Bylaws (the “Amended and Restated Bylaws”), which became effective immediately.
The only change effected by the amendment to the Amended and Restated Bylaws was to delete in full former Article 9, which permitted ratification of prior actions by the Board or by the Company's stockholders. The foregoing description of the amendment to the Amended and Restated Bylaws is qualified in its entirety by reference to, and should be read in conjunction with, the text of the Amended and Restated Bylaws. The Amended and Restated Bylaws, along with a copy marked to show changes from the prior version, are included as Exhibits 3.2 and 3.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting held on May 21, 2025 , the proposals listed below were submitted to a vote of the stockholders. The proposals are described in the Company's definitive proxy statement for the Annual Meeting previously filed with the Securities and Exchange Commission. Each of the proposals was approved by the stockholders pursuant to the voting results set forth below.
Proposal 1: To elect 10 directors for a one-year term until their successors have been elected and qualified:
| Name: | Shares FOR: | Shares WITHHELD: | Broker NON VOTE: | |||||||||||||||||
| Sheila Antrum | 32,545,463 | 55,576 | 963,255 | |||||||||||||||||
| Pamela G. Bailey | 31,471,870 | 1,129,169 | 963,255 | |||||||||||||||||
| Cheryl C. Capps | 32,543,906 | 57,133 | 963,255 | |||||||||||||||||
| Joseph W. Dziedzic | 32,540,774 | 60,265 | 963,255 | |||||||||||||||||
| James F. Hinrichs | 32,544,612 | 56,427 | 963,255 | |||||||||||||||||
| Jean Hobby | 32,468,356 | 132,683 | 963,255 | |||||||||||||||||
| Tyrone Jeffers | 32,469,313 | 131,726 | 963,255 | |||||||||||||||||
| M. Craig Maxwell | 32,532,943 | 68,096 | 963,255 | |||||||||||||||||
| Filippo Passerini | 32,468,667 | 132,372 | 963,255 | |||||||||||||||||
| Donald J. Spence | 32,448,874 | 152,165 | 963,255 | |||||||||||||||||
Proposal 2: To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of Integer Holdings Corporation for fiscal year 2025:
FOR: | 32,746,004 | ||||
AGAINST: | 815,673 | ||||
ABSTAINED: | 2,617 | ||||
Proposal 3: To approve, on an advisory basis, the compensation of the Company’s named executive officers:
FOR: | 31,879,361 | ||||
AGAINST: | 716,649 | ||||
ABSTAINED: | 5,029 | ||||
Broker NON-VOTE: | 963,255 | ||||
Proposal 4: To approve an amendment to the Company’s Restated Certificate of Incorporation to include an officer exculpation provision:
FOR: | 27,522,559 | ||||
AGAINST: | 5,070,544 | ||||
ABSTAINED: | 7,936 | ||||
Broker NON-VOTE: | 963,255 | ||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description of Exhibit | |||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 3.3 | ||||||||
| 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, thereunto duly authorized.
| Date: | May 28, 2025 | INTEGER HOLDINGS CORPORATION | ||||||||||||
By: | /s/ Lindsay K. Blackwood | |||||||||||||
| Lindsay K. Blackwood | ||||||||||||||
Senior Vice President, General Counsel and Corporate Secretary | ||||||||||||||