SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 1, 2021
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
(Exact name of Registrant as specified in its charter)
|(State or other jurisdiction of incorporation or organization) ||(Commission File Number)||(I.R.S. Employer Identification No.)|
1100 Campus Road
Princeton, NJ 08540
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 275-0500
(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 Section12(b) of the Act:
|Title of Each Class||Trading Symbol||Name of Exchange on Which Registered|
|Common Stock, Par Value $.01 Per Share||IART||Nasdaq Global Select Market|
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 April 1, 2021, the Board of Directors (the “Board”) of Integra LifeSciences Holdings Corporation (the “Company”) elected Shaundra Clay to the Board. The Board has determined that Ms. Clay is “independent” as contemplated by the Nasdaq Stock Market and other governing laws and applicable regulations, including Rule 10A-3 under the Securities Exchange Act of 1934, as amended. Ms. Clay’s election returns the Board to nine members and the number of independent directors to eight following the resignation of Lloyd W. Howell Jr. in February 2021.
Ms. Clay will receive compensation as a non-employee director in accordance with the Company’s non-employee director compensation practices. The annual board retainer, as described in the Company’s Annual Proxy Statement filed with the Securities and Exchange Commission on April 8, 2020, will be pro-rated for Ms. Clay based on her election as of April 1, 2021.
There are currently no arrangements or understandings between Ms. Clay and any other person pursuant to which Ms. Clay was elected as a director. There are currently no transactions in which Ms. Clay has an interest requiring disclosure under Item 404(a) of Regulation S-K.
In connection with this election, the Company and Ms. Clay will enter into an indemnification agreement consistent with the form of the Company’s indemnification agreement entered into with its other directors and filed as an exhibit to the Company’s Current Report on Form 8-K filed on December 24, 2008.
A copy of the press release issued by the Company announcing the election of Ms. Clay to the Board is attached to this report as Exhibit 99.1.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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: April 1, 2021||By:|| /s/ Carrie Anderson|
Executive Vice President and Chief Financial Officer
Integra LifeSciences Appoints Shaundra Clay as Director
Princeton, New Jersey, April 1, 2021 (GLOBE NEWSWIRE) -- Integra LifeSciences Holdings Corporation (Nasdaq:IART), a leading global medical technology company, today announced the appointment of Shaundra Clay to its board of directors, effective today.
“We are delighted to welcome Shaundra, a seasoned senior executive with a proven record of achievement in finance and strategy across diverse industries,” said Stuart Essig, chairman of the Integra board of directors. “Her extensive experience and expertise in leading global organizations and driving business and financial results will be valuable assets to the board.”
Ms. Clay is currently the global vice president of finance at Beam Suntory, Inc., a premium spirits company, where she is responsible for enterprise-wide financial planning and analysis and leads the integration of the short-, mid-, and long-term planning processes to optimize resource deployment. Prior to Beam Suntory, she was a managing director in the commercial banking group at JP Morgan Chase. Ms. Clay also spent 13 years in leadership roles within the healthcare industry in the United States and internationally. She served as chief financial officer for Australia, Canada and Europe at Eli Lilly and Company and spent several years at Medtronic in a variety of leadership roles in the U.S. and abroad, including as chief financial officer for the cardiac & vascular group for Western Europe and Canada. Ms. Clay began her career in accounting and financial analytics at Allstate Insurance Corporation and also worked at Frito-Lay, where she gained commercial acumen as market development manager.
Ms. Clay serves on the board of directors for the Executive Leadership Council and Senior Services of North Fulton (Georgia) as well as the board of trustees of the Rosalind Franklin University of Medicine & Science. She received her bachelor’s degree in accounting from Clark Atlanta University and her M.B.A. from the University of Illinois at Chicago. She is an alumna of the Wharton School of the University of Pennsylvania, where she completed the Advanced Management Program.
About Integra LifeSciences
Integra LifeSciences is a global leader in regenerative tissue technologies and neurosurgical solutions dedicated to limiting uncertainty for clinicians, so they can focus on providing the best patient care. Integra offers a comprehensive portfolio of high quality, leadership brands that include AmnioExcel®, Bactiseal®, CerebroFlo®, CereLink™, Certas® Plus, Codman®, CUSA®, Cytal®, DuraGen®, DuraSeal®, Gentrix®, ICP Express®, Integra®, MatriStem UBM™, MAYFIELD®, MediHoney®, MicroFrance®, MicroMatrix®, PriMatrix®, SurgiMend®, TCC-EZ®, and VersaTru®. For the latest news and information about Integra and its products, please visit www.integralife.com.
This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties and reflect the Company's judgment as of the date of this release. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements. Such forward-
looking statements involve risks and uncertainties that could cause actual results to differ from predicted results. These risks and uncertainties include market conditions and other factors beyond the Company's control and the economic, competitive, governmental, technological and other factors identified under the heading "Risk Factors" included in item 1A of Integra's Annual Report on Form 10-K for the year ended December 31, 2020. These forward-looking statements are made only as the date thereof, and the Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
Director, Investor Relations
Vice President, Global Corporate Communications and Public Relations