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): December 15, 2014
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
On December 15, 2014, the Board of Directors (the “Board”) of Integra LifeSciences Holdings Corporation (the “Company”) modified the annual compensation payable to non-employee directors of the Company, effective as of the 2015 Annual Meeting of Stockholders of the Company.
The Board modified the compensation by increasing the annual equity grant in the form of restricted stock with a fair market value on the date of grant from $125,000 to $155,000 (or from $175,000 to $205,000 for the Chairman) for any non-employee director of the Company.
The Board also increased the following separate annual cash fees, payable quarterly in arrears in accordance with the same payment timetable that is used for paying the annual retainer fee: (1) the Nominating and Corporate Governance Committee Chair fee from $7,500 to $15,000 and (2) the Chairman fee from $25,000 to $75,000.
The annual retainer of $75,000 remains unchanged for any non-employee director of the Company, 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.
Also, the following separate annual cash fees, payable quarterly in arrears in accordance with the same payment timetable that is used for paying the annual retainer fee remains unchanged: (1) $15,000 for the Compensation Committee Chair, (2) $15,000 for the Audit Committee Chair, (3) $15,000 for the Finance Committee Chair and (4) $25,000 for the Presiding Director.
A description of the compensation of non-employee directors of the Company is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Compensation of Non-Employee Directors of Integra LifeSciences Holdings Corporation
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: December 18, 2014 | By: | /s/ Glenn G. Coleman |
Glenn G. Coleman | ||
Title: | Corporate Vice President and Chief Financial Officer | |
EXHIBIT INDEX
Exhibit Number Exhibit
10.1 Compensation of Non-Employee Directors of Integra LifeSciences Holdings
Corporation
EXHIBIT 10.1
Compensation of Non-Employee Directors of Integra LifeSciences Holdings Corporation
Effective as of the 2015 Annual Meeting of Stockholders of Integra LifeSciences Holdings Corporation (the “Company”), the annual compensation payable to non-employee directors of the Company will be as set forth below:
Directors will receive an annual equity grant in the form of restricted stock with a fair market value on the date of grant of $155,000 (or $205,000 for the Chairman).
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.
In addition, the Company will pay the following separate annual cash fees, payable quarterly in arrears in accordance with the same timetable that is used for paying the annual retainer fee, to certain directors as follows: (1) $15,000 for the Nominating and Corporate Governance Committee Chair, (2) $15,000 for the Compensation Committee Chair, (3) $15,000 for the Audit Committee Chair, (4) $15,000 for the Finance Committee Chair, (5) $25,000 for the Presiding Director and (6) $75,000 for the Chairman.
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.