Solventum Corporation filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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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 13, 2024
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(651 ) 733-1110
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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. | ||||
On May 13, 2024, the Talent Committee (the “Committee”) of the Board of Directors of Solventum Corporation (the “Company”), in connection with the award of restricted stock units (“RSUs”) and performance shares (“PSUs”) to certain executive officers and directors of the Company, approved new forms of restricted stock unit award agreements (the “RSU Award Agreements”) and a form of performance share units agreement (the “PSU Award Agreement”) under the Solventum 2024 Long-Term Incentive Plan, which forms are included as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K (the “Award Agreements”).
The grant of RSUs and PSUs to the Company’s Chief Executive Officer and Chief Financial Officer approved by the Committee are set forth in the table below.
Name & Position | Annual RSUs | Annual PSUs | Inducement/Make-Whole PSUs | |||||||||||||||||
Bryan Hanson, Chief Executive Officer | 102,946 | 102,946 | 253,406 | |||||||||||||||||
Wayde McMillan Chief Financial Officer | 28,509 | 28,509 | 79,190 | |||||||||||||||||
Annual RSUs vest ratably on each of the first, second and third anniversaries of the grant date, subject to continued service on each vesting date and other terms and conditions of the applicable RSU Award Agreement. Generally, all unvested RSUs will be forfeited upon termination of employment; provided, however, that in the event of (i) retirement, the RSUs remain eligible to vest on the scheduled vesting date or (ii) death or disability, the RSUs fully vest as of the date of death or disability. In addition, RSUs fully vest in the event of the termination of a grantee’s employment by the Company other than as a result of the grantee’s misconduct (a “qualifying termination”) or the grantee resigns for good reason, in either case, within eighteen (18) months following a change in control.
Annual PSUs and Inducement/Make-Whole PSUs are each subject to performance-vesting conditions based on achievement of Constant Currency revenue and Adjusted EPS goals measured over a three-year period and other terms and conditions of the PSU Award Agreement. The Inducement/Make-Whole PSUs were granted in order to compensate the applicable executive to induce them to join the Company and for unvested equity incentive awards such executive forfeited as a result of the executive’s separation of service from his or her prior employer. Generally, all unvested PSUs will be forfeited upon termination of employment; provided, however, in the event of (i) with respect to the Annual RSUs, retirement or with respect to the Inducement/Make-Whole PSUs, a qualifying termination, the PSUs remain eligible to vest on the scheduled vesting date, provided that the target number of PSUs shall be pro-rata adjusted based on the grantee’s length of service, (ii) disability prior to the last day of the performance period, the PSUs remain eligible to vest on the scheduled vesting date, or (iii) the grantee’s death, prior to the last day of the performance period, the number of PSUs will vest based on the lesser of (x) the target number of PSUs, or (y) such other number of PSUs determined by the Committee, in its discretion. In addition, all or a portion of the PSUs may vest in the event of a qualifying termination or if the grantee resigns for good reason, in either case, within eighteen (18) months following a change in control.
The foregoing description of the equity grants and Award Agreements are qualified in its entirety by reference to the full text of the Award Agreements, which are included as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and are hereby incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits
Exhibit Number | Exhibit Description | |||||||
10.1 | ||||||||
10.2 | ||||||||
10.3 | ||||||||
* | Management contract or compensatory plan or arrangement. | ||||
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.
| Date: May 17, 2024 | SOLVENTUM CORPORATION | ||||||||||||||||||||||||||||||||||
| By: | /s/ Matthew Rice | ||||||||||||||||||||||||||||||||||
| Matthew Rice | |||||||||||||||||||||||||||||||||||
| Vice President, Associate General Counsel & Assistant Secretary | |||||||||||||||||||||||||||||||||||