Envista Holdings Corp 8-K, filed Apr 8, 2020
Envista Holdings Corp (NVST)
8-K
2020-04-08
For: 2020-04-02
View Original
Added on
April 08, 2026
About this 8-K
Envista Holdings Corp filed this 8-K on April 8, 2020, reporting on events of April 2, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
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): April 2, 2020
_____________________________________________
ENVISTA HOLDINGS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
_____________________________________________
Delaware
(State or Other Jurisdiction of Incorporation)
001-39054 | 83-2206728 |
(Commission File Number) | (IRS Employer Identification No.) |
200 S. Kraemer Blvd., Building E | 92821 | |
Brea, | California | |
(Address of Principal Executive Offices) | (Zip Code) | |
(714) 817-7000
(Registrant’s Telephone Number, Including Area Code)
Not applicable
(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:
☐ | 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, $0.01 par value | NVST | 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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
On April 2, 2020, William K. Daniel II resigned from the board of directors (the “Board”) of Envista Holdings Corporation (“Envista”).
On April 7, 2020, the Board appointed Vivek Jain, the Chairman and CEO of ICU Medical, Inc., as a director of Envista and as a member of the Audit Committee of the Board. In connection with such appointment, the Board determined that Mr. Jain is independent within the meaning of the listing standards of the New York Stock Exchange and also meets the standards of director independence for audit committee members set forth in Rule 10A-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended.
Mr. Jain will participate in the same compensation program as each of Envista’s other independent directors, as described under “Director Compensation Structure” in the final prospectus filed by Envista with the Securities and Exchange Commission (the “SEC”) on December 10, 2019.
Mr. Jain has also entered into an indemnification agreement with Envista, the form of which was filed as Exhibit 10.20 to Envista’s Registration Statement on Form S-1 (File No. 333-232758) filed with the SEC on July 22, 2019 and which is incorporated herein by reference.
There is no arrangement or understanding between Mr. Jain and any other person pursuant to which he was selected as a director of Envista. There are no transactions in which Mr. Jain has an interest requiring disclosure under Item 404(a) of Regulation S-K.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
On April 7, 2020, the Board amended Envista's Amended and Restated Bylaws (the "Bylaws Amendment") to adopt a new Article IX: Exclusive Forum, a provision designating the federal district courts of the United States as the exclusive jurisdiction for any litigation arising under the Securities Act of 1933, as amended.
The foregoing summary and description of the provisions of the Bylaws Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws Amendment, a copy of which is filed as Exhibit 3.1 with this Current Report on Form 8-K and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit No. | Description | |
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.
ENVISTA HOLDINGS CORPORATION | ||
Date: April 8, 2020 | By: | /s/ Howard H. Yu |
Howard H. Yu | ||
Senior Vice President and Chief Financial Officer | ||
EXHIBIT 3.1
AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED BYLAWS OF
ENVISTA HOLDINGS CORPORATION
Dated April 7, 2020
The Amended and Restated Bylaws of Envista Holdings Corporation (the “Corporation”) are hereby amended by adding the following Article 9 thereto:
“ARTICLE IX. EXCLUSIVE FORUM
Section 9.01. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.
Section 9.02. If any action the subject matter of which is within the scope of Section 9.01 above is filed in a court other than a federal district court of the United States of America (a “foreign securities act action”) in the name of any stockholder (current, former or future) , such stockholder shall be deemed to have consented to: (x) the personal jurisdiction of the federal district courts of the United States of America in connection with any action brought in any such court to enforce this Article IX (a “Section 9.01 enforcement action”), and (y) having service of process made upon such stockholder in any such enforcement action by service upon such stockholder’s counsel in the Section 9.01 enforcement action as agent for such stockholder.
Section 9.03. If any action the subject matter of which is within the scope Article IX of the Certificate of Incorporation is filed in a court other than a court located within the State of Delaware (a “foreign action”) in the name of any stockholder (current, former, or future), such stockholder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce this Article IX of the Certificate of Incorporation (an “enforcement action”), and (y) having service of process made upon such stockholder in any such enforcement action by service upon such stockholder’s counsel in the foreign action as agent for such stockholder.”
The foregoing is certified as an amendment to the Amended and Restated Bylaws of the Corporation, as approved by the Board of Directors on April 7, 2020.
By: | /s/ Amir Aghdaei |
Amir Aghdaei | |
President and Chief Executive Officer | |