8-K

Integer Holdings Corp (ITGR)

8-K 2024-05-23 For: 2024-05-22
View Original
Added on April 07, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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 22, 2024

itgrlogo20190925a11.jpg

INTEGER HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)

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

At the Annual Meeting of Stockholders (the “Annual Meeting”) of Integer Holdings Corporation (the “Company”) held on May 22, 2024, the proposals listed below were submitted to a vote of the stockholders. The proposals are described in the Company's definitive proxy statement for the Annual Meeting previously filed with the Securities and Exchange Commission. Each of the proposals was approved by the stockholders pursuant to the voting results set forth below.

Proposal 1: To elect 11 directors for a one-year term until their successors have been elected and qualified:

Name: Shares FOR: Shares WITHHELD: Broker<br>NON VOTE:
Sheila Antrum 31,413,841 242,114 861,703
Pamela G. Bailey 29,999,074 1,656,881 861,703
Cheryl C. Capps 31,413,790 242,165 861,703
Joseph W. Dziedzic 31,442,182 213,773 861,703
James F. Hinrichs 29,708,452 1,947,503 861,703
Jean Hobby 31,253,159 402,796 861,703
Tyrone Jeffers 31,260,020 395,935 861,703
M. Craig Maxwell 31,414,304 241,651 861,703
Filippo Passerini 31,252,981 402,974 861,703
Donald J. Spence 31,414,066 241,889 861,703
William B. Summers, Jr. 29,551,025 2,104,930 861,703

Proposal 2: To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of Integer Holdings Corporation for fiscal year 2024:

FOR: 31,546,744
AGAINST: 967,325
ABSTAINED: 3,589

Proposal 3: To approve, on an advisory basis, the compensation of the Company’s named executive officers:

FOR: 31,020,611
AGAINST: 628,696
ABSTAINED: 6,648
Broker NON-VOTE: 861,703

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 23, 2024 INTEGER HOLDINGS CORPORATION
By: /s/ McAlister Marshall
McAlister Marshall
Senior Vice President, General Counsel and Corporate Secretary