8-K

Integer Holdings Corp (ITGR)

8-K 2020-05-20 For: 2020-05-20
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Added on April 07, 2026

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 20, 2020

itgrlogo20190925a11.jpg

INTEGER HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)

_____________________________________

Delaware 1-16137 16-1531026
(State or other jurisdiction<br><br>of incorporation) (Commission<br><br>File Number) (IRS Employer<br><br>Identification No.)
5830 Granite Parkway, Suite 1150 Plano, Texas 75024
--- --- --- --- ---
(Address of principal executive offices) (Zip Code)

(214) 618-5243

Registrant’s telephone number, including area code

_____________________________________

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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.001 par value per share ITGR New York Stock Exchange

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).

Emerging growth company ☐

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 2020 Annual Meeting of Stockholders of Integer Holdings Corporation (the “Company”) was held on May 20, 2020. At the 2020 Annual Meeting, stockholders approved each of management’s proposals, which consisted of: (i) the election of nine (9) directors, all of whom were then serving as directors of the Company, for a term of one (1) year and until their successors are elected and qualified; (ii) the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for fiscal year 2020; and (iii) the approval, on an advisory basis, of the compensation of the Company’s named executive officers.

The voting results for each proposal, including the votes for and against or withheld, and any abstentions or broker non-votes, are described below. Abstentions and broker non-votes (if applicable) were counted for purposes of determining whether a quorum was present, but were not treated as votes cast. Therefore, abstentions and broker non-votes did not have the effect of a vote for or against such proposal and were not counted in determining the number of votes required for approval. The following table reflects the tabulation of the votes with respect to each director who was elected at the 2020 Annual Meeting:

Name: Shares FOR: Shares WITHHELD: Broker<br><br>NON VOTE:
Pamela G. Bailey 28,941,026 1,636,183 1,106,918
Joseph W. Dziedzic 29,890,908 686,301 1,106,918
James F. Hinrichs 30,068,528 508,681 1,106,918
Jean Hobby 30,126,168 451,041 1,106,918
M. Craig Maxwell 30,132,612 444,597 1,106,918
Filippo Passerini 30,156,310 420,899 1,106,918
Bill R. Sanford 28,945,831 1,631,378 1,106,918
Donald J. Spence 29,815,957 761,252 1,106,918
William B. Summers, Jr. 29,046,070 1,531,139 1,106,918

The following table reflects the tabulation of the votes with respect to the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of Integer Holdings Corporation for fiscal year 2020:

FOR: 30,198,071
AGAINST: 1,473,862
ABSTAINED: 12,194

The following table reflects the tabulation of the votes with respect to the approval, on an advisory basis, of the compensation of Integer Holdings Corporation’s named executive officers:

FOR: 29,755,505
AGAINST: 797,253
ABSTAINED: 24,451
Broker NON-VOTE: 1,106,918

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 20, 2020 INTEGER HOLDINGS CORPORATION
By: /s/ Elizabeth K. Giddens
Elizabeth K. Giddens
Senior Vice President,
General Counsel & Corporate Secretary