8-K

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

Date of Report (Date of earliest event reported):  March 11, 2022

INTEGER HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)

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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)

Not Applicable

(Former name or former address, if changed since last report)

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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:

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

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (b) On March 17, 2022, Integer Holdings Corporation (the “Company”) announced that Bill R. Sanford, Chairman of the Board of Directors of the Company (the “Board”), has notified the Board that he would not stand for re-election and retire from the Board at the conclusion of his term immediately following the Company’s 2022 annual meeting of stockholders, which is scheduled to be held on May 18, 2022. Upon Mr. Sanford’s retirement, the Board plans to elect Pamela G. Bailey, a member of the Board since 2002, to serve as the next Chair of the Board. In addition, as part of the Board’s regular succession planning activities and in connection with the election of the Company’s new Board Chair, the Board also engaged in a normal course review of current Board committee composition and rotated the membership of the Board’s committees to seek to provide the Company’s directors with the opportunities and experiences that are believed to be necessary to prepare for future Board leadership positions.

Item 7.01. Regulation FD Disclosure. A copy of the press release announcing Mr. Sanford’s retirement is attached as Exhibit 99.1 to this report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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.

EdgarFiling EXHIBIT 99.1

Integer Announces Board Leadership Transition

PLANO, Texas, March 17, 2022 (GLOBE NEWSWIRE) -- Integer Holdings Corporation (NYSE:ITGR), a leading medical device outsource (MDO) manufacturer, announced today that Bill R. Sanford will be retiring as Chair of the Integer Board of Directors at the conclusion of the Company’s 2022 annual meeting of stockholders, which is scheduled to be held on May 18, 2022. Commensurate with this carefully planned transition, the Board of Directors plans to appoint current long-standing Integer Board member Pamela G. Bailey to serve as the next Chair of the Board.

“On behalf of the Integer Board of Directors, I wish to thank Bill for his immense contribution and insightful leadership over the past 22 years serving on the Integer Board, including his 14 years as Board Chair,” said Joe Dziedzic, Integer’s President and CEO. “Bill has positioned the company to continue executing our strategy to deliver sustained outperformance and laid the groundwork for a smooth Board Chair transition.”

“We are excited to have Pam assume the Board Chair role. Since joining the Integer Board in 2002, Pam has been an integral part of developing the strategic direction of Integer. She has held significant executive and board leadership roles in the private and public sectors– most notably serving as past President and Chief Executive Officer of Advanced Medical Technology Association (AdvaMed) – that enable her to provide the relevant industry knowledge and experience to continue to guide us on our journey to excellence. Her time on Integer’s Compensation and Organization Committee and as Chair of the Corporate Governance and Nominating Committee will ensure a seamless transition. We look forward to benefitting from her leadership and vision as Board Chair,” Mr. Dziedzic concluded.

About Integer^®^ Integer Holdings Corporation (NYSE:ITGR) is one of the largest medical device outsource (MDO) manufacturers in the world serving the cardiac, neuromodulation, vascular, portable medical and orthopedics markets. The Company provides innovative, high-quality medical technologies that enhance the lives of patients worldwide. In addition, the Company develops batteries for high-end niche applications in energy, military, and environmental markets. The Company's brands include Greatbatch Medical^®^, Lake Region Medical^®^ and Electrochem^®^. Additional information is available at www.integer.net.