Integra Lifesciences Holdings Corp 8-K, filed May 16, 2023
Integra Lifesciences Holdings Corp (IART)
8-K
2023-05-16
For: 2023-05-12
View Original
Added on
April 11, 2026
About this 8-K
Integra Lifesciences Holdings Corp filed this 8-K on May 16, 2023, reporting on events of May 12, 2023.
Items reported
- Item 5.07: Shareholder vote results
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 12, 2023
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609 ) 275-0500
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(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):
Securities Registered Pursuant to Section12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Exchange on Which Registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
The 2023 annual meeting of stockholders (the “Annual Meeting”) of Integra LifeSciences Holdings Corporation (the “Company”) was held on May 12, 2023. 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 2024 annual meeting of stockholders or until their respective successors are elected and qualified, by the votes set forth below.
Nominees | For | Against | Abstain | Broker Non-Vote | ||||||||||
Keith Bradley | 74,622,029 | 2,199,092 | 56,101 | 2,250,376 | ||||||||||
Shaundra Clay | 76,404,281 | 419,511 | 53,430 | 2,250,376 | ||||||||||
Jan De Witte | 75,717,792 | 1,103,473 | 55,957 | 2,250,376 | ||||||||||
Stuart M. Essig | 75,127,004 | 1,704,299 | 45,919 | 2,250,376 | ||||||||||
Barbara B. Hill | 70,176,495 | 6,647,412 | 53,315 | 2,250,376 | ||||||||||
Renee W. Lo | 76,338,362 | 483,275 | 55,585 | 2,250,376 | ||||||||||
Raymond G. Murphy | 74,629,418 | 2,190,749 | 57,055 | 2,250,376 | ||||||||||
Christian S. Schade | 75,358,826 | 1,460,930 | 57,466 | 2,250,376 | ||||||||||
Item No. 2: The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2023 fiscal year, by the votes set forth below.
For | Against | Abstain | Broker Non-Vote | ||||||||
78,368,495 | 722,305 | 36,798 | 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 | ||||||||
73,644,075 | 3,183,998 | 49,149 | 2,250,376 | ||||||||
Item No. 4: The stockholders voted, on an advisory basis, on how frequently future advisory votes on the compensation of the Company’s named executive officers should be held as set forth in the table below.
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Vote | ||||||||||
| 75,886,421 | 3,291 | 955,372 | 32,138 | 2,250,376 | ||||||||||
In light of these voting results and other factors considered by the Board, the Board has determined that the Company will include a stockholder vote on the compensation of the Company’s named executive officers in its proxy materials every year until the next required advisory vote on the frequency of stockholder votes on
the compensation of the Company’s named executive officers.
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 16, 2023 | By: | /s/ Eric I. Schwartz | ||||||
| Eric I. Schwartz | ||||||||
| Title: | Executive Vice President, Chief Legal Officer and | |||||||
| Secretary | ||||||||