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): July 23, 2013
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware | 0-26224 | 51-0317849 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
311 Enterprise Drive
Plainsboro, NJ 08536
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 275-0500
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))
Item 1.01 Entry into a Material Definitive Agreement.
FINANCE COMMITTEE CHAIR FEE
On July 24, 2013, the Board of Directors (the “Board) of Integra LifeSciences Holdings Corporation (the “Company”) approved the establishment of an annual $15,000 cash fee for any finance committee chair that may be appointed by the Board.
A description of the compensation of non-employee directors of the Company, including the finance committee chair fee, is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
ANNUAL PHYSICALS FOR EXECUTIVE OFFICERS INCLUDING NAMED EXECUTIVE OFFICERS
On July 23, 2013, the Compensation Committee of the Board of the Company approved the establishment of an executive physical medical exam program covering the executive officers of the Company, including the Company’s named executive officers. The estimated cost of the program, which will provide payment for annual executive physical medical exams for executive officers, is $40,000 to $65,000 (or up to $5,000 per executive officer) a year. The intent is to strengthen a culture of health and ensure a holistic approach to our executive remuneration program.
A description of the annual executive physical medical exam arrangement is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein.
REIMBURSEMENT OF LEGAL FEES FOR CHIEF FINANCIAL OFFICER
On July 23, 2013, the Compensation Committee of the Board of the Company approved the reimbursement of $7,622.50 to John B. Henneman, III, the Company’s Corporate Vice President, Finance and Administration, and Chief Financial Officer, pertaining to legal fees incurred by Mr. Henneman in connection with the review of his equity plan award documentation.
A description of the reimbursement of legal fees arrangement is attached as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 8.01 Other Events.
The Board appointed Christian S. Schade to the newly created position of Finance Committee Chair of the Board of the Company, effective as of July 24, 2013. Lloyd W. Howell, Jr. and Raymond G. Murphy are the other members of the finance committee.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description of Exhibit |
------------------- | --------------------------- |
10.1 | Compensation of Non-Employee Directors of Integra LifeSciences Holdings Corporation |
10.2 | Annual Executive Physical Medical Exam Arrangement |
10.3 | Reimbursement of Legal Fees Arrangement for CFO |
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.
INTEGRA LIFESCIENCES HOLDINGS CORPORATION | ||
Date: July 29, 2013 | By: | /s/ John B. Henneman, III |
John B. Henneman, III | ||
Title: | Corporate Vice President, Finance and Administration, and Chief Financial Officer | |
Exhibit Index
Exhibit Number | Description of Exhibit |
------------------- | --------------------------- |
10.1 | Compensation of Non-Employee Directors of Integra LifeSciences Holdings Corporation |
10.2 | Annual Executive Physical Medical Exam Arrangement |
10.3 | Reimbursement of Legal Fees Arrangement for CFO |
EXHIBIT 10.1
Compensation of Non-Employee Directors of Integra LifeSciences Holdings Corporation
With the addition of a finance committee chair fee, effective as of July 24, 2013, the annual compensation payable to non-employee directors of Integra LifeSciences Holdings Corporation (the “Company”) is as set forth below.
Directors will receive an annual equity grant with a fair market value on the date of grant of $125,000 (or $175,000 for the Chairman of the Board).
Directors will also receive an annual retainer of $75,000, payable in one of three ways, at their election: (1) in cash, (2) in restricted stock or (3) one half in cash and one half in restricted stock.
Separate annual cash fees will be paid as follows: $7,500 for the Nominating and Corporate Governance Committee Chair, $15,000 for the Finance Committee Chair, $15,000 for the Compensation Committee Chair, $15,000 for the Audit Committee Chair, $25,000 for the Presiding Director and $25,000 for the Chairman of the Board.
Cash payments will be paid in arrears on a quarterly basis. Restricted stock will be granted on the date of the annual meeting of stockholders at which directors are elected.
Restricted stock will vest on a quarterly basis and be fully vested one year after the grant date. Restricted stock will be valued based on the closing price of the Company’s common stock on the date of the grant.
The Company will pay reasonable travel and out-of-pocket expenses incurred by non-employee directors in connection with attendance at meetings to transact business of the Company or attendance at meetings of the Board of Directors or any committee thereof.
EXHIBIT 10.2
Executive Physical Medical Exam Arrangement of Integra LifeSciences Holdings Corporation
On July 23, 2013, the Compensation Committee of the Board of Directors of Integra LifeSciences Holdings Corporation (the “Company”) approved the establishment of an executive physical medical exam program covering the executive officers of the Company, including the Company’s named executive officers. The estimated cost of the program, which will provide payment for annual executive physical medical exams for executive officers, is $40,000 to $65,000 (or up to $5,000 per executive officer) a year. The physical exams are tailored to age and gender, lifestyle and medical history and other factors impacting health. In addition, the physical exams will be performed by board-certified physicians at reputable facilities and will consolidate multiple office visits and procedures. The intent is to strengthen a culture of health and ensure a holistic approach to our executive remuneration program.
EXHIBIT 10.3
REIMBURSEMENT OF LEGAL FEES FOR CHIEF FINANCIAL OFFICER
On July 23, 2013, the Compensation Committee of the Board of Directors of Integra LifeSciences Holdings Corporation (the “Company”) approved the reimbursement of $7,622.50 to John B. Henneman, III, the Company’s Corporate Vice President, Finance and Administration, and Chief Financial Officer, pertaining to his legal fees incurred in connection with the review of his equity plan award documentation.