Integra LifeSciences Holdings Corporation filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
$IART
Medical/Dental Instruments
Health Care
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): May 9, 2025
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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
Integra LifeSciences Holdings Corporation (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on May 9, 2025. At the Annual Meeting, the Company’s stockholders approved, among other things, Amendment No. 2 to the Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan (the “Plan Amendment”) to increase the number of shares of common stock available for awards under the plan by 2,200,000 shares.
A description of the Plan Amendment is included in the section entitled “Proposal 4. Approval of Amendment No. 2 to the Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 4, 2025 (the “Proxy Statement”), which description is incorporated herein by reference. Such description does not purport to be complete and is qualified in its entirety by reference to the complete text of the Plan Amendment, a copy of which is attached hereto as Exhibit 10.1.
Item 5.07. Submission of Matters to a Vote of Security Holders
The Annual Meeting of the Company was held on May 9, 2025. The proposals considered at the Annual Meeting are described in detail in the Proxy Statement. The final results of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:
Item No. 1: All of the nominees for director of the Board of Directors (the “Board”) of the Company were elected to serve until the Company’s 2026 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified, by the votes set forth below.
| Nominees | For | Against | Abstain | Broker Non-Vote | ||||||||||
| Keith Bradley, Ph.D. | 69,934,587 | 1,567,803 | 18,251 | 2,425,186 | ||||||||||
| Shaundra D. Clay | 71,299,493 | 206,047 | 15,101 | 2,425,186 | ||||||||||
| Stuart M. Essig, Ph.D. | 70,050,243 | 1,447,483 | 22,915 | 2,425,186 | ||||||||||
| Jeffrey A. Graves, Ph.D. | 71,047,160 | 454,136 | 19,345 | 2,425,186 | ||||||||||
| Barbara B. Hill | 69,648,076 | 1,857,783 | 14,782 | 2,425,186 | ||||||||||
| Renee W. Lo | 70,747,006 | 760,117 | 13,518 | 2,425,186 | ||||||||||
| Mojdeh Poul | 70,013,966 | 1,488,185 | 18,490 | 2,425,186 | ||||||||||
| Christian S. Schade | 69,952,338 | 1,548,649 | 19,654 | 2,425,186 | ||||||||||
Item No. 2: The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2025 fiscal year, by the votes set forth below.
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 72,960,045 | 946,740 | 39,042 | 0 | ||||||||
Item No. 3: The stockholders approved, on an advisory, non-binding basis, the compensation of the Company’s named executive officers, by the votes set forth below.
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 70,185,676 | 1,313,983 | 20,982 | 2,425,186 | ||||||||
Item No. 4: The stockholders approved the Plan Amendment, by the votes set forth below:
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 69,088,553 | 2,388,890 | 43,198 | 2,425,186 | ||||||||
Item 8.01. Other Events
The Board approved the transition of Dr. Essig from Executive Chairman of the Board to non-executive Chairman of the Board, effective as of July 1, 2025. This transition is not the result of any disagreement with the Company or the Board on any matter relating to the Company’s operations, policies or practices.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
10.1 Amendment No. 2 to the Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan
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.
| INTEGRA LIFESCIENCES HOLDINGS CORPORATION | ||||||||
| Date: May 13, 2025 | By: | /s/ Chantal Veillon | ||||||
| Chantal Veillon | ||||||||
| Title: | Executive Vice President, Chief Human Resources | |||||||
| Officer | ||||||||