LivaNova PLC DEFA14A, filed May 20, 2020
LivaNova PLC (LIVN)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| x | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to § 240.14a-12. |
| LivaNova Plc |
| (Name of Registrant as Specified In Its Charter) |
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. |
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| N/A | |
| (2) | Aggregate number of securities to which transactions applies: |
| N/A | |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| N/A | |
| (4) | Proposed maximum aggregate value of transaction: |
| N/A | |
| (5) | Total fee paid: |
| N/A | |
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) | Amount Previously Paid: |
| N/A | |
| (2) | Form, Schedule or Registration Statement No.: |
| N/A | |
| (3) | Filing Party: |
| N/A | |
| (4) | Date Filed: |
| N/A |
Online Go to www.envisionreports.com/LIVN or scan the QR code — login details are located in the shaded bar below. The Sample Company 2020 Annual General Meeting Notice 0389MF + + Important Notice Regarding the Availability of Proxy Materials for the 2020 Annual General Meeting to be held on June 29, 2020 Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for LivaNova PLC’s 2020 Annual General Meeting (“AGM”) are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important! This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The proxy statement (including the Notice of the AGM), the UK Annual Report and the US Annual Report on Form 10-K are at:www.envisionreports.com/LIVNEasy Online Access — View your proxy materials and vote. Step 1: Go to www.envisionreports.com/LIVN. Step 2: Click on Cast Your Vote or Request Materials. Step 3: Follow the instructions on the screen to log in. Step 4: Make your selections as instructed on each screen for your delivery preferences. Step 5: Vote your shares. When you go online, you can also help the environment by consenting to receive electronic delivery of future materials. Votes submitted electronically must be received by 9:00 a.m., Eastern Time, on June 29, 2020 Obtaining a Copy of the Proxy Materials – If you want to receive a copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. Please make your request as instructed on the reverse side on or before June 19, 2020 to facilitate timely delivery. 2 N O T
2020 Annual General Meeting Notice The 2020 Annual General Meeting of Shareholders of LivaNova PLC will be held on Monday, June 29 2020 at 13:00 (BST) virtually via the Internet at www.meetingcenter.io/260382039 To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. The password for this meeting is LIVN2020 The Board of Directors recommends a vote FOR all the nominees and FOR Proposals 2-10.1. Election of Directors: 01 - Mr. Francesco Bianchi 02 - Ms. Stacy Enxing Seng 03 - Mr. William Kozy 04 - Mr. Damien McDonald 05 - Mr. Daniel Moore 06 - Mr. Hugh Morrison 07 - Mr. Alfred Novak 08 - Dr. Sharon O’Kane 09 - Dr. Arthur Rosenthal 10 - Ms. Andrea Saia 2. To approve, on an advisory basis, the Company’s compensation of its named executive officers (“US Say-on-Pay”) 3. To ratify the appointment of PricewaterhouseCoopers LLP, a Delaware limited liability partnership, as the Company’s independent registered public accountancy firm 4. To generally and unconditionally authorize the directors for the purposes of section 551 of the Companies Act 2006 (the “Companies Act”) to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company: (a) up to an aggregate nominal amount of £9,882,722, and (b) (in addition to the amount set out under (a) above), up to an aggregate nominal amount of £3,218,206 in connection with the grant or exercise of awards made under the Company's incentive plans from time to time, provided that, in each case: (i) (unless previously revoked, varied or renewed by the Company) this authority will expire on the date that is five (5) years after the date on which this resolution is passed, save that the directors may, before this authority expires, make offers or agreements which would or might require shares in the Company to be allotted, or rights to subscribe for, or convert securities into, shares to be granted, after its expiry and the directors may allot shares or grant rights to subscribe for, or convert securities into, shares pursuant to such offers or agreements as if this authority had not expired; and (ii) this authority is in addition to (and does not replace) all subsisting authorities previously granted to the directors for the purposes of section 551 of the Companies Act to the extent unused at the date of this resolution. 5. Subject to the passing of resolution 4 and in accordance with sections 570 and 573 of the Companies Act, to give the directors power to allot equity securities (as defined in section 560 of the Companies Act) of the Company pursuant to the authority conferred by resolution 4 and/or to sell ordinary shares (as defined in section 560 of the Companies Act) held by the Company as treasury shares as if section 561 of the Companies Act (existing shareholders’ pre-emption rights) did not apply to any such allotment or sale, provided that this power is limited to the allotment of equity securities or sale of treasury shares: (a) up to an aggregate nominal amount of £9,882,722; and (b) (in addition to the amount set out under (a) above), up to an aggregate nominal amount of £3,218,206 in connection with the grant or exercise of awards made under the Company’s incentive plans from time to time, provided that, in each case: (i) (unless previously revoked, varied or renewed by the Company) this power will expire on the date that is five (5) years after the date on which this resolution is passed, save that the directors may, before this power expires, make offers or agreements which would or might require equity securities to be allotted and/or treasury shares to be sold after its expiry and the directors may allot equity securities and/or sell treasury shares pursuant to such offers or agreements as if this power had not expired; and (ii) this power is in addition to (and does not replace) all subsisting powers previously given to the directors for the purposes of section 570 of the Companies Act to the extent unused at the date of this resolution. 6. To approve and adopt the draft regulations which are tabled at the AGM and labeled the “New Articles” and initialed by the Chairman of the AGM (the “New Articles”) as the articles of association of the Company in substitution for, and to the exclusion of, the existing articles of association of the Company. 7. To approve, on an advisory basis, the UK directors’ remuneration report in the form set out in the Company’s UK annual report and accounts for the period ended December 31, 2019 8. To receive and adopt the Company’s audited UK statutory accounts for the year ended December 31, 2019, together with the reports of the directors and the auditors thereon 9. To re-appoint PricewaterhouseCoopers LLP, a limited liability partnership organized under the laws of England, as the Company’s UK statutory auditor 10. To authorize the directors and/or the Audit and Compliance Committee to determine the remuneration of the Company’s UK statutory auditor PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must go online or request a paper copy of the proxy materials to receive a proxy card. Admissions In order to attend the virtual 2020 Annual General Meeting of Shareholders, please follow the instructions set forth in the proxy statement. Here’s how to order a copy of the proxy materials and select delivery preferences: Current and future delivery requests can be submitted using the options below. If you request an email copy, you will receive an email with a link to the current meeting materials. PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a copy of the proxy materials. — Internet – Go to www.envisionreports.com/LIVN. Click Cast Your Vote or Request Materials. — Phone – Call us free of charge at 1-866-641-4276. — Email – Send an email to investorvote@computershare.com with “Proxy Materials LivaNova PLC” in the subject line. Include your full name and address, plus the number located in the shaded bar on the reverse side, and state that you want a paper copy of the meeting materials. To facilitate timely delivery, all requests for a paper copy of proxy materials must be received by June 19, 2020.