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): February 15, 2017
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))
FIRST AMENDMENT TO PERFORMANCE INCENTIVE COMPENSATION PLAN
On February 15, 2017, the Committee adopted the First Amendment (the “First Amendment”) to the Company’s Performance Incentive Compensation Plan (the “Plan”) which increases the maximum bonus opportunity for executive officers to 200% of such executive’s target bonus under the Plan. In connection with approving the First Amendment, the Committee also approved a revision to Mr. Arduini’s employment agreement to clarify that his maximum bonus opportunity under the employment agreement is 200% of his target bonus (rather than 200% of his base salary).
The summary above is qualified in its entirety by reference to a copy of the First Amendment, which 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 First Amendment to the Company’s Performance Incentive Compensation Plan
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: February 17, 2017 | By: | /s/ Glenn G. Coleman |
Glenn G. Coleman | ||
Title: | Corporate Vice President and Chief Financial Officer | |
EXHIBIT INDEX
Exhibit Number Description
10.1 First Amendment to the Company’s Performance Incentive Compensation Plan
FIRST AMENDMENT TO
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
PERFORMANCE INCENTIVE COMPENSATION PLAN
THIS FIRST AMENDMENT TO INTEGRA LIFESCIENCES HOLDINGS CORPORATION PERFORMANCE INCENTIVE COMPENSATION PLAN (this “First Amendment”), dated as of February 15, 2017, is made and adopted by the Compensation Committee of the Board of Directors (the “Committee”) of Integra Lifesciences Holdings Corporation, a Delaware corporation (the “Corporation”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Plan (as defined below).
RECITALS
WHEREAS, the Corporation maintains the Integra Lifesciences Holdings Corporation Performance Incentive Compensation Plan (the “Plan”);
WHEREAS, pursuant to Section 7.1 of the Plan, the Plan may be amended at any time by action of the Committee; and
WHEREAS, the Corporation desires to amend the Plan to increase the maximum bonus opportunity for executive officers.
NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended as set forth herein.
AMENDMENT
1. | The last sentence of Section 3.3 of the Plan is hereby deleted and replaced in its entirety with the following: |
“Notwithstanding the foregoing, in no event shall the amount of a Bonus for an executive officer exceed 200% of such executive officer’s Target Bonus.”
2. | This First Amendment shall be and is hereby incorporated in and forms a part of the Plan. |
3. | Except as expressly provided herein, all terms and provisions of the Plan shall remain in full force and effect. |
I hereby certify that the foregoing First Amendment was duly adopted by the Compensation Committee of the Board of Directors of Integra Lifesciences Holdings Corporation on February 15, 2017.
Executed on this 15th day of February, 2017.
/s/Richard D. Gorelick
Richard D. Gorelick
Corporate Vice President, General Counsel, Administration and Secretary