8-K

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

November 9, 2023

Date of Report (Date of earliest event reported)

ResMed Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-15317

98-0152841

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

9001 Spectrum Center Boulevard

San Diego, California 92123

(Address of Principal Executive Offices) (Zip Code)

(858) 836-5000

(Registrant’s telephone number, including area code)

N/A

(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, $0.004 par value

RMD

NYSE

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.

On November 9, 2023, we announced that Robert Douglas, our chief operating officer and president, will transition to a role as special advisor to the CEO effective immediately and will retire, effective January 1, 2024. Mr. Douglas has served as an executive officer of ResMed for over twelve years.

Until his retirement, Mr. Douglas will continue to receive his current salary, benefits, and vesting of long-term equity incentives. In connection with his retirement, we have agreed that Mr. Douglas will remain eligible for a pro-rata portion of his short-term incentive cash payment for fiscal year 2024, on the same basis as similarly situated executives, based on his continued employment through December 31, 2023, even though he will not be employed on the date of the payment.

From January 2, 2024, through December 31, 2024, Mr. Douglas will serve as a consultant to us, to assist with the transition of his former duties. We have agreed to compensate him for these consulting services at a rate of $10,000 per month. In addition, he will remain eligible for continued vesting of outstanding equity awards, during the consulting period, in accordance with the terms of our equity incentive plans, and the specific equity grants previously made to him.

As a result of the organizational changes, Lucile Blaise, our former president, sleep & respiratory care, will transition to a role as senior vice president, strategy & business development, reporting to our Chief Strategy Officer.

On November 9, 2023, we issued a press release announcing our new operating model and these organizational changes, amongst other leadership changes. A copy of this press release is furnished as Exhibit 99.1 hereto.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits


Exhibits:		Description of Document

99.1		Press Release dated November 9, 2023

104		Cover Page Interactive Data File (embedded within the Inline XBRL, document)

SIGNATURES

We have authorized the person whose signature appears below to sign this report on our behalf, in accordance with the Securities Exchange Act of 1934.


Date: November 9, 2023,	RESMED INC.
	(registrant)

	By:	/s/ Michael Rider
	Name:	Michael Rider
	Its:	Chief Legal Officer Global General Counsel & Secretary

Exhibit 99.1

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For media

+1 858-836-6798

[email protected]

For investors

+1 858.836.5000

[email protected]

ResMed Adopts New Operating Model to Accelerate Long-term Growth

Justin Leong appointed Chief Product Officer, effective immediately.

Katrin Pucknat appointed Chief Marketing Officer, effective immediately.

Mike Fliss appointed Chief Revenue Officer, effective immediately.

Rob Douglas, President and Chief Operating Officer, to retire January 1, 2024.

SAN DIEGO, November 9, 2023 – ResMed (NYSE: RMD, ASX: RMD) today announced a new operating model to accelerate long-term growth. The new operating model introduces dedicated leadership in Product, Revenue, and Marketing to the global executive team. This change aims to increase the velocity of product development and sharpen our customer and brand focus. Ultimately, the goal is to accelerate profitable growth, while driving greater value and improved care throughout the outside hospital care continuum and the patient journey.

“ResMed is the undisputed leader in digital health for respiratory medicine and residential care, and we aspire to make ourselves even more Product-led, Customer-centric, and Brand-enhanced. Today, we are making bold changes to ensure these capabilities are directly represented in our executive leadership team,” said Mick Farrell, ResMed’s CEO. “We will measure the success of our new operating model through increased product velocity, increased vigilance on long-term profitable revenue delivery, and increased brand engagement with stakeholders.”

ResMed’s new Product-led, Customer-centric, and Brand-enhanced operating model includes the following executive leadership team:

•

Leaders appointed into new roles:

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Chief Product Officer – Justin Leong (previously president, Asia and Latin America)

•

Chief Marketing Officer – Katrin Pucknat (previously president, Germany)

•

Chief Revenue Officer – Mike Fliss (previously vice president, North America sales)

•

In addition to the above roles, the executive leadership team also includes:

•

Chief Commercial Officer, SaaS – Bobby Ghoshal

•

Chief Financial Officer – Brett Sandercock

•

Chief Legal Officer – Mike Rider

•

Chief People Officer – Vered Keisar

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PRESS RELEASE: ResMed – New Operating Model & Organizational Structure; 09NOV2023				Page 2 of 2

•

Chief Strategy Officer – Hemanth Reddy

•

The extended CEO operations team, reporting directly to the CEO, includes:

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Chief Compliance Officer – Jim Ellis

•

Chief Information Security Officer – Todd Friedman

•

Chief Investor Relations Officer – Amy Wakeham

•

Chief Medical Officer – Carlos Nunez

•

Chief Quality & Regulatory Officer – Dawn Haake

•

Chief Supply Chain Officer – Andrew Price

ResMed also announced that Rob Douglas, current president and chief operating officer, plans to retire on January 1, 2024. Rob will immediately transition from his current role to a new role as special advisor to the CEO and remain in a consulting role through December 31, 2024. Additionally, Lucile Blaise, current president sleep and respiratory care, will immediately transition to a new role as senior vice president, strategy & business development, reporting to Hemanth Reddy. Finally, as part of the operating model evolution, the digital health technology product organization will now report to Justin Leong, and Urvashi Tyagi, current chief technology officer, will immediately transition to a role as special advisor to the Chief Product Officer through January 1, 2024. Urvashi will remain in a consulting role through December 31, 2024.

“I would like to thank Rob immensely for his more than two decades of dedication to ResMed, our company, our culture, our team, and our mission,” said Mick Farrell, ResMed’s CEO. “I wish Rob all the best in his retirement from ResMed, as well as the next phase of his life journey. I would also like to thank Lucile for stepping up in leadership roles for a decade-and-a-half for ResMed, and I know she will continue to contribute strongly to the exciting work of further developing and enhancing our respiratory care strategy. Lastly, I’d like to thank Urvashi for leading our technology organization over the past two years, she’s built a strong team that is well-positioned to support our new product organization. I’m more excited than ever about ResMed’s future, the changes we’ve made position us well to accelerate profitable growth for the benefit of all stakeholders.”

About ResMed

At ResMed (NYSE: RMD, ASX: RMD), we pioneer innovative solutions that treat and keep people out of the hospital, empowering them to live healthier, higher-quality lives. Our digital health technologies and cloud-connected medical devices transform care for people with sleep apnea, COPD, and other chronic diseases. Our comprehensive out-of-hospital software platforms support the professionals and caregivers who help people stay healthy in the home or care setting of their choice. By enabling better care, we improve quality of life, reduce the impact of chronic disease, and lower costs for consumers and healthcare systems in more than 140 countries. To learn more, visit ResMed.com and follow @ResMed.

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