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CHF SOLUTIONS, INC.
PROXY STATEMENT
2012

ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 9, 2012MAY 20, 2020

ABOUT THE ANNUAL MEETING

The boardBoard of directorsDirectors (the “Board”) of Sunshine Heart,CHF Solutions, Inc. (the “Company”) is soliciting proxiesyour proxy, as a holder of our common stock, for use at theour 2020 annual meeting of stockholders to be held on August 9, 2012 at 8:00 a.m. U.S. Central Daylight Time (11:00 p.m. Australian Eastern Standard Time), and at any adjournment or postponement of thesuch meeting. We expecthave retained Morrow Sodali LLC to mail thisassist in the solicitation of proxies. The 2020 annual meeting will be held on Wednesday, May 20, 2020, at 2:00 p.m. U.S. Central Time, as a virtual meeting at https://web.lumiagm.com/265011505.

The notice of annual meeting, proxy statement and form of proxy was first mailed to our stockholders of record on or about July 27, 2012.April 13, 2020.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

What is the purpose of the meeting?

At our annual meeting, stockholdersyou will act upon the matters outlinedbe voting on:

To transact any other business that may properly come before the meeting or any postponement or adjournment of stockholders. After the meeting.

The Board recommends a vote FOR each of the director nominees listed in this proxy statement and FOR Proposals 2, 3 and 4.

We are not aware of any other matters that will be brought before the stockholders for a vote at the annual meeting. If any other matter is properly brought before the meeting, your signed proxy card gives authority to your proxies to vote on such matter in their best judgment; proxy holders named in the proxy card will vote as the Board recommends or, if the Board gives no recommendation, in their own discretion.

During or immediately following the annual meeting, management will report on matters of current interest to our stockholdersperformance and will respond to appropriate questions from our stockholders. The matters outlined in the notice include:

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the electionRepresentatives of two directors ("Proposal 1");



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approval of the issuance and sale of up to 10,000,000 shares of common stock (equivalent to 2,000,000,000 CDIs) to investors in a public offering, the over-allotment option, the potential 20% upsizing and the pre-emptive rights (if any) ("Proposal 2");



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ratification of the issuance of securities in connection with our February 8, 2012 private placement (the "February Private Placement") ("Proposal 3");



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approval of (a) our Second Amended and Restated 2011 Equity Incentive Plan (the "Plan"); (b) the issuance of securities under the Plan for purposes of Exception 9 of Australian Securities Exchange ("ASX") Listing Rule 7.2; and (c) the Plan for purposes of Section 162(m) of the U.S. Internal Revenue Code (the "Code") and for all other purposes ("Proposal 4"); and



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ratification of the selection of our independent auditor for 2012 ("Proposal 5").

Who is entitled to vote at the meeting?

        Only those stockholders of record on July 20, 2012 at 4:30 p.m. U.S. Central Daylight Time, the record date,Baker Tilly will be entitled to receive notice of and to vote at the meeting and any adjournment or postponement thereof. CHESS Depositary Interest ("CDI") holders as of the record date are entitled to receive notice of and attend the meeting and may instruct CHESS Depositary Nominees Pty Ltd ("CDN") to vote at the meeting by following the instructions on the CDI voting instruction form or by voting online atwww.linkmarketservices.com.au.

        As of July 20, 2012, we had 6,277,538 shares of common stock outstanding (equivalent to 1,255,507,600 CDIs assuming all shares of common stock were converted into CDIs on the record date), all of which were entitled to vote with respect to the proposals to be acted upon at the meeting, subject to the voting exclusions noted below. Each CDI represents one two hundredth of a share of our common stock.

        Votes for and against, instructions to withhold authority to vote for a director nominee, and abstentions each will be counted as present and entitled to vote for purposes of determining whether a quorum is present.

Will any investors be excluded from voting on any of the proposals at the meeting?

        In accordance with ASX Listing Rule 14.11.1, we will disregard any votes cast on:

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Proposal 2 by (i) any stockholder or CDI holder who may participate in the public offering of our common stock, the over-allotment option or the potential 20% upsizing, including certain

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SPA Stockholders (as defined and named below), or purchase shares of our common under the related pre-emptive rights, (ii) any stockholder or CDI holder who might obtain a benefit if this proposal is passed (other than a benefit solely in the capacity of a holder of shares), and (iii) any associate of such stockholder or CDI holder.

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Proposal 3 by stockholders and CDI holders who participated in the February Private Placement and any associate of such stockholders and CDI holders; and



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Proposal 4 by any employee director (being Dr. William Peters and Mr. Dave Rosa) and any associate of such employee director.

        However, we need not disregard a vote if:

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it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the direction on the proxy card; or



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it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with the direction on the proxy card to vote as the proxy decides.

What are my voting rights?

        Holders of our common stock are entitled to one vote per share. Holders of our CDIs are entitled to one vote for every two hundred CDIs held by such holder. Therefore, as of July 20, 2012, a total of 6,277,538 votes are entitled to be cast at the meeting.

How many shares must be present to hold the meeting?

        In accordance with our bylaws, shares equal to a majority of the voting power of the outstanding shares of common stock entitled to vote generally in the election of directors as of the record date must be present at the annual meeting, in orderwill make a statement, if they desire to holddo so, and will answer appropriate questions from our stockholders.

Except as noted herein, share numbers are provided as of the meetingrecord date and conduct business. This is calledon a quorum. Shares are counted as presentpre-reverse stock split basis.

You may vote if you owned shares of our common stock at the meeting if:

•

if youclose of business on April 6, 2020, the record date, provided such shares are held directly in your name as the stockholder of record andor are held for you are present andas the beneficial owner through a broker, bank or other nominee. Each share of common stock is entitled to one vote in person aton each matter properly brought before the meeting;



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you have properly and timely submitted your proxy as described below under "How do I vote mymeeting.

As of April 6, 2020, we had 32,600,118 shares of Sunshine Heart common stock?"; or



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you have properlystock outstanding and timely submittedentitled to vote.

Stockholders of Record. If your CDI voting instruction form as described below under "How do I vote if I hold CDIs"?

What is a proxy?

        It is your designation of another person to vote stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. When you designate a proxy, you also may direct the proxy how to vote your shares. We refer to this as your "proxy vote." Two executive officers have been designated as proxies for our 2012 annual meeting of stockholders. These executive officerscommon shares are David A. Rosa and Jeffrey S. Mathiesen.

What is the difference between a stockholder of record and a "street name" holder?

        If you own shares registered directly in your name with our U.S. transfer agent, American Stock Transfer & Trust Company, LLC, you are considered the stockholder of record with respect to those shares.shares, and these proxy materials are being sent directly to you by us. As athe stockholder of record, you have the right to grant your voting proxy directly to us through the companyenclosed proxy card or to vote in person at the annual meeting.

Beneficial Owners. Many of our stockholders hold their common shares through a broker, bank or other nominee rather than directly in their own names. If your shares are held in a stock brokerage account or by a bank trust or other nominee, thenyou are considered the beneficial owner with respect to those shares, and these proxy materials (including a voting instruction card) are being forwarded to you by your broker, bank trust or other nominee who is considered to be the stockholder of record with respect to those shares, while you are consideredshares. As the beneficial owner, of those shares. In that case,you have the right to direct your shares

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are said to be held in "street name" and the notice was forwarded to you by that organization. Street name holders generally cannot vote their shares directly and must instead instruct the broker, bank trust or other nominee on how to vote their shares usingand are also invited to attend the method described below under "How do I vote my shares of Sunshine Heart common stock?" Since a street name holder isannual meeting. However, since you are not the stockholder of record, you may not vote yourthese shares in person at the annual meeting unless you request and obtain a "legal proxy"legal proxy form from your broker, bank or nominee (as described below). Your broker, bank or nominee has enclosed a voting instruction card for you to use in directing the broker, bank trustee, or nominee that holds your shares giving you the righton how to vote your shares.

All of our stockholders are invited to participate in the shares at theannual meeting.

        CDN is the stockholder of record for all shares beneficially owned by holders of CDIs. Holders of CDIs are entitled to receive notice of and to attend To participate in the annual meeting, and may direct CDN to vote at the annual meetingyou must register in advance by using the method described below under "How do I vote if I hold CDIs?"May 6, 2020.

How do I vote my sharesStockholders of Sunshine Heart common stock?Record.

If you are a stockholder of record, you can submitmay may vote during the virtual meeting through https://web.lumiagm.com/265011505. To be admitted to the annual meeting and vote your shares, you must register by May 6, 2020 and provide the control number as described in the Notice or proxy card. After completion of your registration by the registration deadline, further instructions, including a proxyunique link to access the annual meeting, will be voted atemailed to you. Follow the instructions provided to vote. We encourage you to access the meeting prior to the start time leaving ample time for the check in.

Beneficial Owners: If you hold your common shares through a broker, bank or other nominee and want to vote such shares during the annual meeting, you must first obtain a valid legal proxy from your broker, bank or other nominee and then register in anyadvance to attend the annual meeting. Follow the instructions from your broker or bank included with these proxy materials or contact your broker or bank or other nominee to request a legal proxy form. After obtaining a valid legal proxy from your broker, bank or other nominee, to then register to attend the annual meeting, you must submit proof of your legal proxy reflecting the following ways:number of your shares along with your name and email address to American Stock Transfer & Trust Company, LLC. Requests for registration should be directed to proxy@astfinancial.com or to facsimile number 718-765-8730. Written requests can be mailed to:

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over

American Stock Transfer & Trust Company LLC
Attn: Proxy Tabulation Department
6201 15th Avenue
Brooklyn, NY 11219

Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on May 6, 2020.

You will receive a confirmation of your registration by email after we receive your registration materials. You may attend the telephoneannual meeting and vote your shares at https://web.lumiagm.com/265011505 during the meeting. Follow the instructions provided to vote. We encourage you to access the meeting prior to the start time leaving ample time for the check in.

Can I vote my shares without attending the annual meeting?

Stockholders of Record. You may vote by calling a toll-free number;



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overcompleting, signing and returning the Internet; or



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signing, dating and mailing theenclosed proxy card in the postage-paid envelope provided.

If you are a stockholder of record, you may also vote by internet or by phone. To vote by telephone or the Internet,internet, you will need to use a control number that was provided to you in the materials with this proxy statement and follow the additional steps when prompted. The steps have been designed to authenticate your identity, allow you to give voting instructions, and confirm that those instructions have been recorded properly.

Beneficial Owners. If you hold your shares in street name,are a beneficial owner, you must vote your shares in the manner prescribed by your broker, bank trust or other nominee, which is similar to the voting procedures for stockholders of record.nominee. You will receive a voting instruction formcard (not a proxy card) to use in directing the broker, bank trust or other nominee how to vote your shares.

        Please refer You may also have the option to "Willvote your shares via the internet.

Stockholders of Record. You may change your vote at any investorstime before the proxy is exercised by sending a written notice of revocation or a later-dated proxy to our Secretary, which must be excluded from voting on anyreceived prior to commencement of the proposals at the meeting?" forannual meeting; by submitting a summary oflater-dated proxy via internet or phone before 11:59 p.m. U.S. Eastern Time on May 19, 2020; or by voting exclusions applicable to each proposal to be voted onin person at the annual meeting.

How do I vote if I hold CDIs?

        Each CDI holder is entitled to direct CDN to one vote for every two hundred CDIs held by the holder. Record holders of CDIs as of the close of business in the United States on the record date, are entitled to receive notice of and to attend the meeting, or any adjournment or postponement of the meeting and may instruct our CDI Depositary, CDN, to vote the shares underlying their CDIs by following the instructions on the enclosed CDI Voting Instruction Form or by voting online atwww.linkmarketservices.com.au. Doing so permits CDI holders to instruct CDN to vote on behalf of the CDI holdersvirtually. Your attendance at the annual meeting in accordance with their written instructions.person will not cause your previously granted proxy to be revoked unless you file the proper documentation for it to be so revoked.

What does it mean if I receive more than one printed set of proxy materials?Beneficial Owners. If you hold your shares through a broker, bank or other nominee, you should contact such person prior to the time such voting instructions are exercised.

If you receive more than one printed set of proxy materials,card or voting instruction card, it means that you holdhave multiple accounts with brokers, banks or other nominees and/or our transfer agent. Please sign and deliver, or otherwise vote, each proxy card and voting instruction card that you receive. We recommend that you contact your nominee and/or our transfer agent, as appropriate, to consolidate as many accounts as possible under the same name and address. Our transfer agent is American Stock Transfer & Trust Company LLC, 6201 15th Avenue, Brooklyn, New York 11219; telephone: 800-937-5449.

Stockholders of Record. If you indicate a choice with respect to any matter to be acted upon on your proxy card, the shares or CDIs registeredwill be voted in more than one account. To ensureaccordance with your instructions. Proxy cards that all of your shares are voted, please submit proxies orsigned and returned, but do not contain voting instructions for allwith respect to certain matters, will be voted in accordance with the recommendations of your shares.the Board on such matters.

How can I attend the meeting?Beneficial Owners.

        All of our stockholders and CDI holders are invited to attend the annual meeting. You may be asked to present valid photo identification, such as a driver's license or passport, before being admitted to the meeting. If you hold your shares in street name or areindicate a CDI holder, you also may be askedchoice with respect to

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present proof of ownership any matter to be admitted toacted upon on your voting instruction card, the meeting. A brokerageshares will be voted in accordance with your instructions. If you do not indicate a choice or holding statement or letter from yourreturn the voting instruction card, the broker, bank trust or other nominee are exampleswill determine if it has the discretionary authority to vote on each matter. Under applicable regulations, a broker, bank or nominee has the discretion to vote on routine matters, including the advisory approval of proof of ownership.

Can I vote my shares in personthe independent registered public accounting firm. For all other matters at the meeting?

        If2020 annual meeting, brokers and certain banks and nominees will be unable to vote on your behalf if you are a stockholder of record, you maydo not instruct them how to vote your shares in the manner set forth on your voting instruction card. Therefore, it is very important for you to vote your shares for each proposal.

In order for us to conduct the annual meeting, a majority of our outstanding shares entitled to vote as of April 6, 2020 must be present in person at the meetingor by completing a ballotproxy at the meeting. Even if you currently plan to attend the meeting, we recommend that you submit your proxy as described above so your voteThis is called a quorum. Abstentions and broker non-votes will be counted if you later decide not to attendconsidered present for purposes of determining a quorum.

Proposal 1—Election of Directors. The two nominees receiving the meeting. If you submit your vote by proxy and later decide to vote in personhighest number of “FOR” votes at the annual meeting will be elected as Class I directors. This is called a plurality. Abstentions and broker non-votes will have no effect on the outcome of the vote.

Proposal 2—Advisory Approval of Independent Registered Public Accounting Firm for 2020. The affirmative vote you submit at the meeting will override your proxy vote.

        If you areof holders of a street name holder, you may vote yourmajority of shares in person at the meeting only if you obtain and bring to the meeting a signed letter or other form of proxy from your broker, bank, trust or other nominee giving you the rightentitled to vote the shares at the meeting.

        Please refer to "How do I vote if I hold CDIs?" if you are a CDI holder.

How does the board of directors recommend that I vote?

        The board of directors recommends a vote:

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FOR all of the nominees for director;



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FOR the approval of the issuance and sale of up to 10,000,000 shares of common stock (equivalent to 2,000,000,000 CDIs) in a public offering, the over-allotment option, the potential 20% upsizing and the pre-emptive rights (if any).



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FOR the ratification of the prior issuances of common stock and warrants in the February Private Placement;



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FOR the approval of the Plan and approval of the Plan for purposes of ASX Listing Rule 7.2 (Exception 9), Section 162(m) of the Code and all other purposes; and



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FOR the ratification of the selection of Ernst & Young LLP as the independent auditor of Sunshine Heart, Inc. for the year ending December 31, 2012.

What if I do not specify how I want my shares voted?

        If you are a stockholder of record and properly submit your proxy but do not specify how you want to vote your shares on a particular matter, we will vote your shares as follows:

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FOR all of the nominees for director;



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FOR the approval of the issuance and sale of up to 10,000,000 shares of common stock (equivalent to 2,000,000,000 CDIs) in a public offering, the over-allotment option, the potential 20% upsizing and the pre-emptive rights (if any).



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FOR the ratification of the prior issuances of common stock and warrants in the February Private Placement;



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FOR the approval of the Plan and approval of the Plan for purposes of ASX Listing Rule 7.2 (Exception 9), Section 162(m) of the Code and all other purposes; and



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FOR the ratification of the selection of Ernst & Young LLP as the independent auditor of Sunshine Heart, Inc. for the year ending December 31, 2012.

Your vote is important. We urge you to vote, or to instruct your broker, bank, trust or other nominee how to vote, on all matters before the annual meeting. If a stockholder or CDI holder submits a proxy or voting instruction form, as applicable, but abstains from voting on any matter other than the election of directors, the abstention will be counted for purposes of determining whether a quorum is present at the annual meeting, in person or by proxy, is required for advisory approval of Baker Tilly as our independent registered public accounting firm for 2020. Abstentions and broker non-votes will have no effect on the transactionoutcome of business as well as shares entitled to vote on that particular

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matter. Accordingly, a stockholder abstention on any matterthis proposal unless you return your proxy card and select “Abstain”, which will have the same effect as a vote against thatthe matter.

        If you areAlthough the vote on Proposal 2 is not binding on the Company, the Audit Committee will take your vote on this proposal into consideration when selecting our independent registered public accounting firm in the future.

Proposal 3 – Approval of Reverse Stock Split. The affirmative vote of holders of a street name holdermajority of common stock and fail to instruct the stockholder of record how you wantshares entitled to vote your shares on a particular matter, those shares are considered to be "uninstructed." New York Stock Exchange rules determineat the circumstances under which member brokers of the New York Stock Exchange may exercise discretion to vote "uninstructed" shares held by them on behalf of their clients who are street name holders. Other than "routine" matters, such as the ratification of the selection of Ernst & Young LLP as our independent auditorannual meeting is required for the year ending December 31, 2012, the rules donot permit member brokers to exercise voting discretion as to the uninstructed shares on any matter included in the notice of meeting.

        With respect to the ratification of the selection of Ernst & Young LLP as our independent auditor for the year ending December 31, 2012, the rules permit member brokers to exercise voting discretion as to the uninstructed shares. However, on non-routine matters such as the election of directors, the approval of the salereverse stock split. Abstentions and issuancebroker non-votes, if any, will have the same effect as votes against the matter.

Proposal 4 – Approval of common stockAdjournment. The affirmative vote of holders of a majority of shares entitled to vote and present at the annual meeting, in a public offering with related pre-emptive rights, the ratification of prior issuances of securities, and the approvalperson or by proxy, is required for any adjournment of the Plan,annual meeting to solicit additional proxies in the broker must receive voting instructions from the beneficial owner, as it does not have discretionary voting power for these particular items. For matters with respectevent there are insufficient votes to which the broker, bank or other nominee does not have voting discretion or has, but does not exercise, voting discretion, the uninstructed shares will be referred to as a "broker non-vote."

        If you are a CDI holderapprove Proposal 3. Abstentions and you do not instruct CDN on how you want to vote your shares on the proposals, CDN will not vote on your behalf.

        For more information regarding the effect of broker non-votes, on the outcome of the vote, see below under "What is the voting requirement to approve each of the proposals included in the notice of meeting?"

What is the voting requirement to approve each of the proposals included in the notice of meeting?

Proposal 1—Election of Directors

        You may either vote "FOR" or "WITHHOLD" authority to vote for each director nominee. You may NOT vote "AGAINST"if any, director nominee. This is because we are subject to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC") which prohibit the casting of votes "against" the election of directors. In the election of directors, directors are elected by a plurality of the votes, which means that the director nominees receiving the highest number of "FOR" votes will be elected. If you withhold authority to vote for one or more of the director nominees, this will have no direct effect on the outcome of the election of directors. If you do not submit your proxy or voting instructions to your broker, a "broker non-vote" occurs and your shares will not be counted fortreated as present or entitled to vote at the purpose of establishing a quorumannual meeting and thus will have no effect on the outcome of this proposal. Ifproposal unless you are a CDI holderreturn your proxy card and do not instruct CDN how to vote your shares, your shares will not be counted for the purpose of establishing a quorum andselect “Abstain”, which will have nothe same effect on this proposal.

        Under ASX Listing Rule 14.2.1, the proxy card must allow stockholders to vote for or against each resolution. However, ASX has granted usas a waiver from ASX Listing Rule 14.2.1 to the extent necessary to permit us to provide in the proxy card for the annual meeting for CDI holders to either vote for or to abstain from voting on a resolution to reelect a director (rather than vote against the resolution).matter.

Proposal 2—ApprovalOther Matters. If any other matter is properly submitted to the stockholders at the meeting, its adoption generally will require the affirmative vote of Issuance and Sale of Common Stock in a Public Offering with Related
Pre-emptive Rights

        You may vote "FOR," "AGAINST" or "ABSTAIN" on the approval of our issuance and sale of 10,000,000 shares of common stock (equivalent to 2,000,000,000 CDIs) in a public offering, the over-

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allotment option, the potential 20% upsizing and the pre-emptive rights (if any). This proposal requires an affirmative voteholders of a majority of shares entitled to vote and present at the shares presentannual meeting, in person or represented by proxyproxy. The Board does not propose to conduct any business at the meeting other than as stated above.

American Stock Transfer & Trust Company will tabulate the voting results. We intend to announce the preliminary voting results at the annual meeting and, entitledin accordance with the rules of the Securities and Exchange Commission (the “SEC”), we intend to votepublish the final results in a current report on Form 8-K within four business days of the proposal. Abstentions are considered shares present and entitled to vote for purposes of determining quorum, and will be treated as an "AGAINST" vote. Stockholders or CDI holders whose votes will be excluded under the ASX Listing Rules as described above are, nonetheless, encouraged to vote their shares, as such votes will be counted for purposes of establishing a quorum. annual meeting.

If you do not submit your proxyhave more questions about the proposals or voting, instructions to your broker, a "broker non-vote" occurs and your shares will not be countedyou should contact Morrow Sodali LLC, who is assisting us with the proxy solicitation.

The Solicitation Agent for the purposeAnnual Meeting is:
Morrow Sodali LLC
470 West Avenue – 3 ^rd Floor
Stamford, CT 06902

Banks and Brokerage Firms, please call (203) 658-9400
Stockholders, please call toll free (800) 662-5200

PROPOSAL 1 – ELECTION OF DIRECTORS

The Board currently consists of establishing a quorumsix directors serving three-year staggered terms. The Board has re-nominated current Class I directors, Steve Brandt and will have no effect on the outcome of this proposal. Warren S. Watson, for new three-year terms.

The same result will occur if you do not instruct CDN howtwo Class I directors to vote your shares.

Proposal 3—Ratification of Issuance of Common Stock and Warrants

        You may vote "FOR," "AGAINST" or "ABSTAIN" on the ratification of our issuance and sale of 256,875 shares of common stock (equivalent to 51,375,000 CDIs) and warrants to purchase 85,616 shares of common stock (equivalent to 17,123,200 CDIs) issued to investors and to Summer Street Research Partners, our placement agent, and its registered representatives in connection with our February 8, 2012 financing in which we raised equity capital necessary for our initial listing on the Nasdaq Capital Market. The proposal to ratify the issuance of common stock and warrants requires an affirmative vote of a majority of the shares present in person or represented by proxybe elected at the annual meeting and entitled to vote on this proposal. Abstentions are considered shares present and entitled to vote for purposes of determining quorum, and will be treated as an "AGAINST" vote. If you do not submit your proxy or voting instructions to your broker, a "broker non-vote" occurs and your shares will not be counted forhold office until the purpose of establishing a quorum and will have no effect on the outcome of this proposal. The same result will occur if you do not instruct CDN how to vote your shares.

Proposal 4—Approval of the Plan

        You may vote "FOR," "AGAINST" or "ABSTAIN" on the proposal to approve the Plan and to approve the Plan for the purposes of ASX Listing Rule 7.2 (Exception 9), Section 162(m) of the Code and all other purposes. The proposal to approve the Plan requires the affirmative vote of a majority of the shares present in person or represented by proxy at the2023 annual meeting of stockholders. Each director will serve until a successor is duly elected and entitled to vote on this proposal. Abstentionsqualified or until such director’s earlier death, resignation or removal. The remaining directors are considered shares presenttwo Class II directors, whose terms expire in 2021, and entitled to vote and thus will have the effect of a vote "AGAINST" this proposal. If you do not submit your proxy or voting instructions to your broker, a "broker non-vote" occurs and your shares will not be counted for the purpose of establishing a quorum and will have no effect on the outcome of this proposal. The same result will occur if you do not instruct CDN how to vote your shares.

Proposal 5—Ratification of Appointment of Ernst & Young LLP

        You may vote "FOR," "AGAINST" or "ABSTAIN" on the ratification of the selection of Ernst & Young LLP as our independent auditor for the year ending December 31, 2012. The proposal to ratify the appointment of Ernst & Young LLP requires the affirmative vote of a majority of the shares presenttwo Class III directors, whose terms expire in person or represented by proxy at the annual meeting and entitled to vote on this proposal. If you properly submit your proxy or voting instruction form, but abstain from voting on this proposal, including brokers of record holding their customers' shares who cause abstentions2022.

Each nominee has consented to be recorded, your shares will be counted as present at the meeting for the purpose of determining a quorum and for the purpose of calculating the vote on this proposal. Abstentions therefore will have the effect of a vote "AGAINST" this proposal.

        If you are a street name holder and do not submit your voting instructions to your broker or record holder, as applicable, New York Stock Exchange rules permit a broker to exercise voting discretion as to the uninstructed shares. If the broker or record holder does not exercise its voting discretion, a "broker non-vote" occurs and your shares will not be counted for the purpose of

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establishing a quorum and will have no effect on the outcome of this proposal. The same result will occur if you do not instruct CDN how to vote your shares.

Can I change my vote after submitting my proxy?

        Yes.

        If you are a stockholder of record, you may change your vote at any time before your proxy is voted at the annual meeting, in any of the following ways:

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by submitting a later-dated proxy by telephone or the Internet before 10:59 p.m. U.S. Central Daylight Time on August 8, 2012 (1:59 p.m. on Australian Eastern Standard Time August 9, 2012);



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by submitting a later-dated proxy to the Chief Financial Officer of Sunshine Heart, Inc., which must be received by us before the time of the annual meeting;



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by sending a written notice of revocation to the Chief Financial Officer of Sunshine Heart, Inc., which must be received by us before the time of the annual meeting; or



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by voting in person at the meeting.

        If you are a holder of CDIs and you direct CDN to vote by completing the CDI Voting Instruction Form, you may revoke those instructions by delivering to Link Market Services Limited, no later than 8:00 a.m. U.S. Central Daylight Time (11:00 p.m. Australian Eastern Standard Time) on August 7, 2012, a written notice of revocation bearing a later date than the CDI Voting Instruction Form previously sent.

Who pays for the cost of proxy preparation and solicitation?

        We pay for the cost of proxy preparation and solicitation, including the reasonable charges and expenses of brokerage firms, banks, trusts or other nominees for forwarding proxy materials to street name holders and CDI holders. We are soliciting proxies by mail. In addition, our directors, officers and regular employees may solicit proxies personally, telephonically, electronically or by other means of communication. Our directors, officers and regular employees will receive no additional compensation for their services other than their regular compensation.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This proxy statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended ("Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, you can identify forward-looking statements by the following words: "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "ongoing," "plan," "potential," "predict," "project," "should," "will," "would," or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements are not a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this proxy statement. These factors include:

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our ability to obtain additional financing;



•

our dependence on a single product candidate;



•

the cost, timing and results of our clinical trials, regulatory submissions and approvals;



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our dependence on a single or limited number of manufacturers and suppliers for critical components of our system;



•

our ability to effectively manage our expected growth;



•

our ability to develop sales, marketing and distribution capabilities;



•

commercial acceptance of our system, if approved for sales and marketing;



•

our estimates regarding our capital requirements and our need for additional financing;

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our ability to obtain adequate reimbursement from governments or other third-party payors;



•

regulatory risks affecting us;



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the cost of defending, in litigation or otherwise, any claims that we infringe third-party patent or other intellectual property rights or that our system is defective;



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our ability to protect and enforce our intellectual property rights; and



•

other risk factors included under "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2011 filed with the SEC and our subsequent filings with the SEC.

        We cannot assure you that the forward-looking statementslisted in this proxy statement will prove to be accurate and therefore you are encouraged not to place undue reliance on forward-looking statements. Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future.

PROPOSAL 1—ELECTION OF DIRECTORS

        The number of directors currently serving on our board of directors is eight. Our Amended and Restated Certificate of Incorporation provides that the board shall be divided into three classes, each class being as equal in number as reasonably possible. Vacancies may be filled by a majority vote of the directors then in office, though less than a quorum. Directors elected at an annual meeting of stockholders to succeed directors whose terms expire are elected for three-year terms. At the annual meeting, two persons will be nominated for election to our board of directors.

        The board of directors currently consists of eight directors, divided into the three following classes:

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Class II directors: Geoffrey Brooke and David Rosa; whose current terms will expire at the 2012 annual meeting of stockholders;



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Class III directors: Nicholas Callinan, Donal O'Dwyer, and Gregory Waller; whose current terms will expire at the annual meeting of stockholders to be held in 2013; and



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Class I directors: William Peters, M.D., Paul Buckman, and Mark Harvey, M.D.; whose current terms will expire at the annual meeting of stockholders to be held in 2014.

        Mr. Rosa initially was elected to our board of directors in connection with the commencement of his employment as our Chief Executive Officer. Our employment agreement with Mr. Rosa requires our board of directors, subject to applicable requirements of the ASX Listing Rules, to take all reasonable steps so that he will continue to serve on our board during the term of his employment agreement.

        Upon the recommendation of the governance and nominating committee, which acts as the nominating committee of the board of directors, the board has nominated Geoffrey Brooke and David Rosa for three-year terms expiring in the year 2015. Each of the nominees has agreed to serve as a director if elected. The two nominees receiving a plurality ofelected by the votes cast at the meeting in person or by proxy will be elected. Proxies may not be voted for more than two directors.stockholders. If for any reason, any nominee becomes unable or unwilling to serve beforebetween the date of this proxy statement and the annual meeting, occurs,the Board may designate a new nominee and the persons named as proxies in the attached proxy card will vote for that substitute nominee. Alternatively, the Board may vote your shares for a substitute nominee selected by our boardreduce the size of directors.the Board.

Our board of directorsThe Board recommends athat you vote FOR the election
of each of the twoClass I director nominees.

TableThe director and director nominees of Contentsthe Company are as follows:

The Nominating and Corporate Governance Committee is responsible for reviewing and assessing with the Board the appropriate skills, experience and background sought of Board members in the context of our business and the then-current membership on the Board. The Committee and the Board review and assess the continued relevance of and emphasis on these factors as part of the Board’s annual self-assessment process and in connection with candidate searches to determine if they are effective in helping to satisfy the Board’s goal of creating and sustaining a Board that can appropriately support and oversee the Company’s activities.

        Set forth below is biographical information for the nominees, each person whose termWe believe our directors have an appropriate balance of officeknowledge, experience, attributes, skills and expertise as a director will continue aftergroup to ensure that the annual meetingBoard appropriately fulfills its oversight responsibilities and each person serving as an officeracts in the best interests of stockholders. Although specific qualifications for Board membership may vary from time to time, desired qualities include (i) the highest ethical character, integrity and shared values with the Company, (ii) relevant expertise upon which to be able to offer advice and guidance to management, (iii) sound business judgment, and (iv) sufficient commitment and availability to effectively carry out a director’s duties. Listed below are additional key skills and experience that we consider important for our directors to have in light of our company. The following includes certain information regarding our directors' individualcurrent business and structure. Thereafter, the biographies of the directors and nominees set forth their business experience during at least the past five years, as well as the specific experience, qualifications, attributes and skills that led to the Nominating and Corporate Governance Committee’s conclusion that each director and nominee should continue to serve on the Board.

The Nasdaq Stock Market. responsibilities and activities of the committee are described in greater detail in its charter, a copy of which is available on the Company’s website at http://ir.chf-solutions.com/corporate-governance.

Our board of directorsBoard has determined that each Audit Committee member has sufficient knowledge in reading and understanding financial statements to serve on the committee. Our Board has further determined that Mr. Waller is our auditqualifies as an “audit committee financial expert,expert” in accordance with SEC rules. The designation of an “audit committee financial expert” does not impose upon such person any duties, obligations or liabilities that are greater than those which are generally imposed on him as defined under the applicable rulesa member of the SEC. Eachcommittee and the Board, and such designation does not affect the duties, obligations or liabilities of any other member of our auditthe committee satisfies or the Board.

Compensation Committee

The Nasdaq Stock Market independence standards and the independence standards of Rule 10A-3(b)(1)primary purpose of the U.S. Securities Exchange ActCompensation Committee is to act on behalf of 1934,the Board in fulfilling the Board’s responsibilities to oversee our compensation policies, plans and programs, and to review and determine the compensation to be paid to our executive officers. To implement this purpose, the Compensation Committee is charged with the following responsibilities, among others:

The Compensation Committee may form and delegate authority to subcommittees as appropriate. The responsibilities and activities of the Compensation Committee are described in greater detail in its charter, a copy of which is available on the Company’s website at http://ir.chf-solutions.com/corporate-governance.

Role of Compensation Consultant

        OurDuring fiscal 2019, the Compensation Committee engaged FW Cook to conduct an assessment of executive officer compensation for fiscal 2020 and advise on employee equity compensation. In connection with such engagement, FW Cook evaluated our executive officers’ base salaries, incentive compensation, and total compensation relative to a peer group consisting of 15 companies similar to ours based on industry, market capitalization and revenue.

The Compensation Committee concluded that the advice the Company received from the compensation consultant in 2019 did not raise any conflict of interest, considering the following six factors: (i) the provision of other services to the Company by the consultant; (ii) the amount of fees received from us by the consultant, as a percentage of the total revenue of such consultant; (iii) the policies and procedures of the consultant that are designed to prevent conflicts of interest; (iv) any business or personal relationship of the consultant with a member of the Compensation Committee; (v) any stock of the Company owned by the consultant; and (vi) any business or personal relationship of the consultant with an executive officer of our company.

See “Director Compensation” and “Executive Compensation—Narrative Discussion of Summary Compensation Table for 2019” below for additional information regarding our processes and procedures for consideration and determination of director and executive officer compensation.

Nominating and Corporate Governance Committee

The primary purpose of the Nominating and Corporate Governance Committee is to review the composition and performance of the Board and its committees and to oversee all aspects of our corporate governance functions. To implement this purpose, the committee reviewsis charged with the following responsibilities, among others:

The responsibilities and activities of the committee are described in greater detail in its charter, a copy of which is available on the Company’s website at http://ir.chf-solutions.com/corporate-governance..

The Nominating and Corporate Governance Committee reviews and makes recommendations to the Board, from time to time, regarding the appropriate skills and characteristics required of members of our Board in the context of the current make-up of the Board, the operations of the Company and the long-term interests of stockholders. The committee does not have a specific diversity policy underlying its nomination process, although it seeks to ensure the Board includes directors with diverse backgrounds, qualifications, skills and experience relevant to our business.

In the case of an incumbent director whose term of office is set to expire, the Nominating and Corporate Governance Committee will generally re-nominate incumbent directors who continue to satisfy the committee’s criteria for membership on the Board, continue to make important contributions to the Board and consent to continue their service on the Board.

If a vacancy on the Board occurs or the Board increases in size, the Nominating and Corporate Governance Committee will actively seek individuals that satisfy the committee’s criteria for membership on the Board and the committee may rely on multiple sources for identifying and evaluating potential nominees, including referrals from our current directors and management. In 2019, the committee did not employ a search firm or pay fees to other third parties in connection with identifying or evaluating Board nominee candidates.

The Nominating and Corporate Governance Committee will consider recommendations of director nominees by stockholders so long as such recommendations are sent on a timely basis and are otherwise in accordance with our Amended and Restated Bylaws and applicable law. See “Additional Matters—Requirements for Submission of Stockholder Proposals and Nominations for 2021 Annual Meeting” for additional information. The Committee will evaluate nominees recommended by stockholders against the same criteria that it uses to evaluate other nominees. We did not receive any nominations of directors by stockholders for the 2020 annual meeting.

The Board and management are committed to responsible corporate governance to ensure that the Company is managed for the benefit of its stockholders. To that end, the Board and management periodically review and update, as appropriate, the Company’s corporate governance policies and practices and, when required, make changes to such policies and practices as are mandated by the Sarbanes-Oxley Act, the Dodd-Frank Act, other SEC rules and regulations and the listing standards of Nasdaq.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines, which are posted on our website, www.chf-solutions.com, under the “Investors – Corporate Governance” tab. These guidelines address, among other things: Board composition and selection, including Board size, director independence and Board membership criteria, as well as Board meetings, committees, access to management and use of outside advisors.

Annual Performance Evaluations. Our Corporate Governance Guidelines contemplate, and the Nominating and Corporate Governance Committee Charter requires, that the Committee annually review, discuss and assess the performance of the Board and its committees. These reviews focus on the Board and its committees as a whole, and not individual directors, unless circumstances otherwise warrant. The Board also reviews the Committee’s periodic recommendations concerning the performance and effectiveness of the Board and its committees.

Succession Planning. Our Corporate Governance Guidelines provide that the Nominating and Corporate Governance Committee should develop and periodically review with the Chief Executive Officer's compensation and annually reviewsOfficer the evaluation ofplan for succession to the performanceoffices of our executive officers and approves our executive officers' annual compensation.

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Governance and Nominating Committee

        Our governance and nominating committee identifies individuals qualified to become members of the board of directors, recommendsappropriate individuals to succeed to these positions. This succession planning process is designed to assist the boardBoard in understanding our readiness and the related transition risks for nomination as members of the board and board committees, and oversees the evaluation of our board of directors.

Meeting Attendance

        Our directors are expected to attend meetings of the board of directors and of the committees on which they serve,a crisis as well as a planned transition, and to oversee the development of strong leadership quality.

Code of Conduct

The Board has adopted a Code of Business Conduct and Ethics (the “Code of Conduct”), which sets out basic principles to guide the actions and decisions of our annual meetingemployees, directors and officers, including our principal executive officer, principal financial officer and principal accounting officer. The Code of stockholders. Our boardConduct addresses, among other things, ethical principles, insider trading, conflicts of directors held twelve meetingsinterest, compliance with laws and actedconfidentiality. The Code of Conduct is posted on our website, www.chf-solutions.com, under the “Investors – Corporate Governance” tab. Any amendments to the Code of Conduct, or any waivers that are required to be disclosed by written consent one time during 2011. The audit committeethe rules of either the SEC or Nasdaq, will be posted on our website under the “Investors – Corporate Governance” tab.

Committee Charters

See “–Committees of the board metBoard” for a description of the Board’s delegation of authority and responsibilities to the three times,standing committees. All of the charters of our three standing committees are available on our website, www.chf-solutions.com, under the “Investors—Corporate Governance” tab.

Our non-employee directors receive a mix of cash and share-based compensation. The compensation mix is intended to encourage non-employee directors to continue Board service, further align the interests of the Board and stockholders and attract new non-employee directors with outstanding qualifications. Directors who are our employees or officers do not receive any additional compensation for service on the Board.

2020 Compensation Table

The table below sets forth the compensation committeeof each non-employee director in 2020.

As a named executive officer of the board met four timesCompany, compensation paid to Mr. Erb for the 2018 and 2019 fiscal years is fully reflected under “Named Executive Officer Compensation Tables—Summary Compensation Table for 2019”.

Our Non-Employee Director Compensation Policy provides for annual cash and equity compensation. Each director receives annual cash compensation of $45,000 and the governancelead independent director receives an additional $10,000 per year. Directors also receive annual cash compensation for service on committees. For the Audit Committee, the chair receives $10,000 per year and nominating committee (formerlyeach other member receives $5,000 per year. For the remunerationCompensation and nomination committee)the Nominating and Corporate Governance Committees, the chair receives $5,000 per year and each other member receives $2,000 per year. Cash compensation is paid in four quarterly installments following completion of the board met three times during 2011. Each of our directors attended at least 75%applicable quarter.

In addition to cash compensation, each director receives an annual stock option award of the meetingsnumber of shares equal to 0.15% of the boardfully-diluted shares of directors and the committeesCompany, granted on which he served during 2011. We encourage allthe date of our directors and nominees for director to attend our annual meeting of stockholders. At our 2011the annual meeting of stockholders sixwith 1/12th of the shares underlying the awards vesting monthly so that all of the underlying shares are vested on the one-year anniversary of the grant date. We do not provide any perquisites to directors.

During the fourth quarter of fiscal 2017, the Compensation Committee engaged Compensia to conduct an assessment of non-employee director compensation for fiscal 2018. In connection with such engagement, Compensia evaluated our non-employee director compensation program including cash compensation and equity compensation, reporting directly to the Compensation Committee. We did not make any changes to our Non-Employee Director Compensation Policy in 2018 as a result of such assessment. However, in May 2019, we changed the calculation of the number of shares included in the annual stock option grant to a percentage of the full-diluted shares of the Company rather than a cash value and equity compensation is in the form of only stock options. We changed the annual cash compensation from one set amount for director to the allocation described above.

On the date of the 2018 annual meeting of stockholders, there were insufficient shares available under the 2013 Directors’ Plan to issue an equity award with an aggregate value on the date of grant of $35,000 to each of our eight directors atnon-employee directors. Therefore, each non-employee director received an option to purchase 714 shares of our common stock with a grant date fair value of $26,259 and a cash payment in the amount of $2,186 per quarter for the twelve months prior from the second quarter of 2018 through the first quarter of 2019, in lieu of the remaining equity award contemplated by our Non-Employee Director Compensation Policy. Our Board determined that time attended the meeting.full equity award would be issued in the form of a stock option rather than restricted stock units (“RSUs”) due to the negative tax impact RSUs with the declines in the price of our common stock.

As of December 31, 2019, each non-employee director had the following number of shares underlying outstanding options (both vested and unvested): Mr. Brandt 5,009; Dr. Costanzo 1.313, Mr. Salveson 5,954; Mr. Waller 6,423, and Mr. Watson, 5,954. As of December 31, 2018, no restricted stock units (“RSUs”) were held by the non-employee directors.

Procedures for Contacting the Board of Directors

        Stockholders who wishAny stockholder wishing to communicate with the board of directors may do so by writing to the board or a particular director, in carewith all or certain of the Secretary ofnon-employee or independent directors, or with the company. All communications will initially be received and processed by the Secretary of the company, who will then referentire Board should direct the communication to the appropriate board member (either the director named in the communication, the chairperson of the board committee having authority over the matter raised in the communication, or the chairperson of the board in all other cases). The director to whom a communication is referred will determine, in consultation with our counsel, whether a copy or summary of the communication will be provided to the other directors. The board of directors will respond to communications if and as appropriate.

Procedures for Selecting and Nominating Director Candidates

        Stockholders may directly nominate a person for election to our board of directors by complying with the procedures set forth in Article III, Section 5(b) of our bylaws, and with the rules and regulations of the SEC. Under our bylaws, only persons nominated in accordance with the procedures set forth in the bylaws will be eligible to serve as directors. In order to nominate a candidate for service as a director, you must be a stockholder at the time you give the board notice of your nomination, and you must be entitled to vote for the election of directors at the meeting at which your nominee will be considered. In accordance with our bylaws, director nominations generally must be made pursuant to notice delivered to, or mailed and received at, our principal executive offices at the address above, not later than the 90th day, but not earlier than the 120th day, prior to the first anniversary of the prior year's annual meeting of stockholders. Your notice must set forth all information relating to the nominee that is required to be disclosed in solicitations of proxies for the election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including the nominee's written consent to being named in the proxy statement as a nominee and to serving as a director if elected).

        Your notice also must set forth the following information for you and any beneficial owner on whose behalf you make a nomination: (i) the name and address of the stockholder, as they appear on our books; (ii) the class and number of shares of our capital stock which are owned beneficially and of record, as well as a description of all securities or contracts, with a value derived in whole or in part from the value of any shares of our capital stock, held by you and such beneficial owner or to which either is a party; (iii) a description of all arrangements or understandings between you and any such beneficial owner and any other person or persons (including their names) regarding the nomination;

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(iv) a representation that you intend to appear in person or by proxy at the meeting to nominate the persons named in your notice; (v) a representation as to whether you intend to deliver a proxy statement and form of proxy to our stockholders to elect the nominee; (vi) the name and address of any other stockholder supporting the proposal as of the date of your notice; (vii) a description of all derivative transactions in which you engaged in the previous twelve month period; and (viii) a description of any other information relating to you and any such beneficial owner that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies pursuant to Regulation 14A under the Exchange Act.

        As required by our Corporate Governance Guidelines, when evaluating the appropriate characteristics of candidates for service as a director, the governance and nominating committee takes into account many factors. The board of directors selects and recommends to stockholders qualified individuals who, if added to the board, would provide the mix of director characteristics and diverse experiences, perspectives and skills appropriate for us. Board candidates are considered based on various criteria, including breadth and depth of relevant business and board skills and experiences, judgment and integrity, reputation in their profession, diversity of background, education, leadership ability, concern for the interests of stockholders and relevant regulatory guidelines. We do not have a formal policy with respect to diversity. Our board of directors recommends individuals for election as directors in the context of an assessment of the perceived needs of the board of directors at the particular point in time. Directors must be willing and able to devote sufficient time to carrying out their duties and responsibilities effectively and should be committed to serving on the board for an extended period of time.

        The governance and nominating committee will consider director candidates recommended by stockholders in the same manner that it considers all director candidates. Stockholders who wish to suggest qualified candidates should write to Sunshine Heart,Secretary, CHF Solutions, Inc., 12988 Valley View Road, Eden Prairie, Minnesota 55344, Attention:55344. If a stockholder does not wish to have our Secretary screen the communication, the stockholder should indicate that the material sent by the stockholder be delivered unopened to the person or persons to whom it is addressed.

EXECUTIVE OFFICERS

The executive officers of the Company serve at the pleasure of the Board. The executive officers of the Company are as follows:

See “Proposal 1 – Election of Directors – Director Background and Qualifications” for biographical and other information regarding Mr. Erb, the Company’s Chief FinancialExecutive Officer statingand President.

Claudia Drayton has served as our chief financial officer since January 2015. Prior to joining the Company, Ms. Drayton spent 15 years at Medtronic plc, a $30 billion global leader in detail the characteristicsmedical device industry. During her tenure at Medtronic, Ms. Drayton held multiple senior managerial finance positions, culminating with an assignment in Europe serving as chief financial officer of the peripheral vascular business from 2010 to 2012 and, most recently, as chief financial person and senior finance director of the integrated health solutions business from 2012 to 2014. In these capacities, her responsibilities and experiences included profitability management, strategic planning, mergers and acquisitions, planning and forecasting, and implementation of financial best practices. Before joining Medtronic, Ms. Drayton was an audit and business advisory manager at Arthur Andersen for seven years. Ms. Drayton received an M.B.A. from the University of Minnesota’s Carlson School of Management and a B.S. from the University of Mary Hardin-Baylor and is a Certified Public Accountant (inactive).

Nestor Jaramillo, Jr. has served as our chief commercial officer since May 2019. From October 2017 to May 2019, Mr. Jaramillo served as president and chief executive officer of Innerspace Neuro Solutions, Inc., a commercial-stage medical technology company that makedeveloped, manufactured and distributed an intracranial pressure monitoring system. From May 2014 to September 2017, Mr. Jaramillo was managing director of healthcare investment banking at Craig-Hallum Capital, based in Minneapolis, Minnesota, and from March 2010 to April 2014, he was managing director of healthcare investment banking at Cherry Tree & Associates, an investment banking firm in Minneapolis, Minnesota. Mr. Jaramillo has also served in a variety of roles at Transoma Medical from 2007 to 2010, St. Jude Medical from 2006 to 2007, and at Medtronic plc from 1982 to 2006. In these roles, his responsibilities included leading sales and marketing teams both in the candidateUnited States and internationally, where he spent five years in Europe. Mr. Jaramillo received an M.B.A. from the University of St. Thomas and a suitable person to serve on our boardB.S. in Electrical Engineering from the University of directors in light of our Corporate Governance Guidelines.North Dakota.

NAMED EXECUTIVE OFFICER COMPENSATION TABLES

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Director Compensation

The following table sets forth certain information, for the years ended December 31, 2019 and December 31, 2018, regarding compensation of our named executive officers.

Narrative Discussion of Summary Compensation Table for 2019

Employment Agreements and Other Arrangements. Mr. Erb has a written employment agreement. We signed offer letters with each person who served as one of our non-employee directors duringother named executive officers upon the fiscal year ended December 31, 2011. Duringcommencement of their employment with us. All of the fiscal years ended June 30, 2011named executive officers have change in control agreements, which entitle them to payments from the Company upon the happening of specified termination events. See “— Potential Payments Upon Termination or Change in Control”.

Base Salaries. The initial annual base salaries of our executive officers are negotiated in connection with their hiring. The Compensation Committee reviews the base salaries of the executive officers on an annual basis and December 31, 2011, we did not provide any separategenerally grants salary increases following such reviews. In 2019, the salaries for each of Mr. Erb and Ms. Drayton was increased by 3%, representing a combination of a cost of living and inflation adjustment and a merit raise.

As discussed above under “Board Matters—Board Committees—Compensation Committee” and “—Role of Compensation Consultant,” the Compensation Committee engaged FW Cook 2019 to conduct a review of our executive compensation program. Based on the advice and information from FW Cook and taking into account

information from publicly available industry surveys, the Compensation Committee approved base salary increases ranging from 2% to 4% for our directors who were also employees. Historically, our fiscal years consisted of 12-month periods ending June 30. In September 2011, we changed our fiscal year to coincideofficers and, specifically, a 3% increase for Mr. Erb, a 3.5% increase for Ms. Drayton and a 3% increase for Mr. Jaramillo (pro-rated because he commenced employment with the calendar year. AsCompany in May 2019).

Equity Compensation. Pursuant to the terms of his offer letter, Mr. Breidenstein was granted on May 23, 2019, an option to purchase 84,489 shares of our common stock with a result, June 30, 2011 was our last fiscal year to end on June 30, we had a six-month fiscal year that began on July 1, 2011 and ended on December 31, 2011, and all future fiscal years will begin on January 1 and end on December 31 of that year.

        All amounts for cash paymentsmeaningful equity interest in the table above were converted from Australian Dollars ("A$") to U.S. Dollars using the conversion rate in effect on the date of invoices submitted by the directors.

        Pursuant to our director compensation policy approvedCompany by our stockholdersexecutive officers following the reverse stock splits and public offerings consummated in 2004, our non-employee directors were collectively entitled to receive a maximum2017, in January 2018, following the increase in the number of A$250,000 ($255,775 basedshares reserved for issuance under the 2017 Plan on a conversion rate of A$1.00 to $1.0231) in cash compensation for their service on our board of directors during the year ended June 30, 2011. In August 2011, in accordance with the ASX Listing Rules, our stockholders approved an increase to the maximum aggregate cash amount payable to our directors to $500,000 per fiscal year. Our board of directors has the authority to allocate up to the

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maximum aggregate compensation among the directors in its discretion. For the fiscal year ended December 31, 2011, our board of directors paid each of our directors, other than our Chairman and our directors affiliated with venture capital funds, A$50,000 in equally quarterly installments. Our Chairman was paid A$100,000 annually in equal quarterly installments. We historically have not provided cash compensation to our directors affiliated with venture capital funds in connection with their service on our board. However, effective OctoberJanuary 1, 2011, we revised this policy so that our venture capital affiliated directors are compensated on the same basis as our other directors as described above.

        Our board grants directors stock options or equity awards from time to time, but we do not have a policy of regularly granting of equity or equity-based awards to our directors. All equity compensation awarded to our directors requires approval by our stockholders2018 pursuant to the ASX Listing Rules.

        During our six-month fiscal year ended December 31, 2011, we“evergreen” provision in such plan, and considering the advice of Compensia, the compensation consultant engaged by the Compensation Committee in the fourth quarter of 2017, the Board and Compensation Committee granted stock options to each of our non-employee directors. The stock options granted to each of our non-employee directors other than Dr. Harvey and Mr. Waller have an exercise price of A$7.00 per share, representing a 20% premium to the closing price for one of our CDIs on the date the board approved the option grant, have a 10-year term and vest in equal monthly installments over a four-year period. Our stockholders approved these options grants at a special meeting held in August 2011. Prior to these option grants, the last time we granted stock options to non-employee directors generally was in July 2008. We also granted stock options to Mr. Waller and Dr. Harvey during our fiscal year ended December 31, 2011 in connection with their appointments to our board of directors in August and September 2011, respectively. Each of these options has an exercise price of A$8.20 per share, representing the closing price for one of our CDIs on the date the board approved the option grant, has a 10-year term and vests in equal monthly installments over a four-year period. Our stockholders approved these options grants at our annual meeting held in November 2011. Although we previously had a practice of granting stock options to our non-employee directors with a per share exercise price that was greater than the closing price of one of our CDIs on the date the board approved the option grant, which we believe is a typical practice for Australian companies listed on the ASX, we intend to grant future stock options to our non-employee directors and other award recipients with exercise prices equal to the closing pricepurchase shares of our common stock to our named executive officers as follows:

Nonequity Incentive Plan Compensation. In 2019, the Compensation Committee made no change to the target bonuses, set forth as a percentage of annual base salary for Mr. Erb which was 50% of base salary. For Ms. Drayton, the target bonus was increased to 40% of base salary. The target bonus of 40% for Mr. Jaramillo was approved by the Compensation Committee in connection with commencement of his employment. The earned bonus was based on the dateachievement of grant consistentcorporate performance objectives defined and weighted by the Compensation Committee, in consultation with what we believe is common practiceour chief executive officer, and primarily related to our annual revenue, the management of cash to achieve our business objectives, the development and approval of a three-year strategic plan, and regulatory milestones for public companies listedeach of the Aquadex FlexFlow system and the modification of our label to include pediatric patients. The Compensation Committee assessed our achievement of the corporate objectives at 2019 year end and calculated a total weighted average performance to corporate objectives of 60%. While Mr. Erb’s bonus was based solely on a U.S. stock exchange.the achievement of corporate objectives, Ms. Drayton and Mr. Jaramillo were also compensated based on the achievement of individual personal objectives, which accounted for 25% of their overall bonus. Because his employment with the Company commenced in May 2019, Mr. Jaramillo’s bonus was pro-rated for his time with the Company in 2019.

        As of December 31, 2011, each individual who served as a non-employee director during our fiscal year ended December 31, 2011 held options to purchase up to the aggregate number of shares of common stock indicated below:

•

Dr. Brooke—11,685 shares, 2,585 of which were unvested;



•

Mr. Buckman—11,685 shares, 2,191 of which were unvested;



•

Mr. Callinan—36,705 shares, 21,101 of which were unvested;



•

Dr. Harvey—11,685 shares, 731 of which were unvested;



•

Mr. Marsh—16,734 shares, 7,634 of which were unvested;



•

Mr. O'Dwyer���11,685 shares, 2,585 of which were unvested; and



•

Mr. Waller—11,685 shares, 974 of which were unvested.

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EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth certain information regarding compensation for the fiscal years ended June 30, 2011target and December 31, 2011, provided to our Chief Executive Officer and the two other most highly compensated executive officers who received remuneration exceeding $100,000 during the fiscal year ended December 31, 2011, who we refer to as our named executive officers.

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Chief Executive Officer Employment Agreement and Compensation

        We have an employment agreement with David Rosa, our Chief Executive Officer, which provides that his annual salary initially will be $250,000 and is subject to annual review by our board of directors. The board established Mr. Rosa's initial annual base salary of $250,000 in late 2009 in connection with negotiating his employment agreement. The board believed Mr. Rosa's initial base salary was less than the salaries paid to other chief executive officers of small public companies and was appropriate because Mr. Rosa previously had not served as a chief executive officer of a public company. Effective January 1, 2011, the board increased Mr. Rosa's salary to $310,000 per year in recognition of our company's progress towards its goals during calendar year 2010, which included the expansion of our management team, development of a less invasive procedure to implant our system and progress on our feasibility clinical trial, as well as to closer align Mr. Rosa's base salary with those of chief executive officers of other small public companies as determined by the board based on its collective experiences and industry knowledge.

        Our employment agreement with Mr. Rosa also provides that he will be eligible to participate in our short-term incentive bonus scheme with a maximum of up to 25% of his annual salary. The amount of the bonus is determined by our board of directors based on goals agreed upon by Mr. Rosa and our board.

        Historically, Mr. Rosa has been awarded incentive compensation based on our performance and milestones achieved during calendar years despite the fact that, until September 2011, our fiscal years ended on June 30. Beginning with 2012, our fiscal years will coincide with calendar years and with the time periods for which we provide incentive compensation to Mr. Rosa and our other named executive officers.

        Mr. Rosa's incentive compensation goals for calendar year 2010 related to development projects, relocation of our headquarters to Eden Prairie, Minnesota, development of a minimally invasive procedure to implant our system, and building our executive management team. Our board determined

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that Mr. Rosa achieved all of these goals and awarded him the maximum cash incentive payment provided in his employment agreement for the year. The non-equity incentive plan compensation earned byfor 2018 and 2019.

Pursuant to his offer letter, during 2017, Mr. RosaBreidenstein was also entitled to receive 1.6% of the Company’s total net sales during calendar year 2010 is reflectedeach month of his employment. The Compensation Committee, taking into account the assessment of Compensia, who was engaged in the Summary Compensation Table above for the fiscal year ended June 30, 2011 duefourth quarter of 2017 to the discrepancy between our historic fiscal years and incentive compensation plan practices described above and in footnote 2 to the Summary Compensation Table.

        For calendar year 2011, Mr. Rosa's goals related to successful completionprovide an assessment of our feasibility trial and progress on our planned pivotal trial, continued financing of our operations and product development. Our board determined that Mr. Rosa achieved all of these goals and awarded him the maximum cash incentive payment provided in his employment agreement for calendar year 2011. The non-equity incentive plan compensation earned by Mr. Rosa during calendar year 2011 is reflected in the Summary Compensation Table above for the fiscal year ended December 31, 2011 due to the discrepancy between our historic fiscal years and incentive compensation plan practices described above and in footnote 2 to the Summary Compensation Table. We chose the presentation format described above to avoid any "gap" between consecutive periods for which incentive compensation is earned by our named executive officers and incentive compensation information is presented in the Summary Compensation Table above and in similar tables that will be included in future filings with the SEC.

        Mr. Rosa is entitled to participate in the benefit plans available to our employees generally. His employment agreement is terminable (i) by either party for any reason with one month's notice, by mutual agreement of us and Mr. Rosa; (ii) by mutual agreement between us and Mr. Rosa; (iii) immediately by us for "cause" (as defined in the agreement) if Mr. Rosa has not cured the conduct giving rise to a termination for "cause"; (iv) by us for Mr. Rosa's disability (as defined in the agreement); or (v) immediately by Mr. Rosa for "good reason" (as defined in the agreement) if we have not cured the conduct giving rise to a termination for "good reason." The agreement also provides that, for one year following his termination, Mr. Rosa will not compete with us during the term of his employment with us and he will not solicit any person who was one of our employees during the term of his employment.

        Our board of directors has granted Mr. Rosa stock options as part of his compensation from time to time. At a special meeting of our stockholders in August 2011, our stockholders approved stock option awards awarded to Mr. Rosa by our board during March 2011 and May 2011. The March 2011 stock option award covers 154,450 shares of our common stock and was granted with a per share exercise price of approximately $7.16 (using a conversion rate of A$1.00 to $1.0231 and representing a 20% premium to the closing price for our CDIs on the date the board approved the award). The May 2011 stock option award covers 29,210 shares of our common stock and was granted with a per share exercise price of approximately $13.10 (using a conversion rate of A$1.00 to $1.0231 and representing a 20% premium to the closing price for our CDIs on the date the board approved the award). At our annual meeting of stockholders in November 2011, our stockholders approved a stock option award to Mr. Rosa approved by our board in November 2011. This November 2011 stock option award covers 50,000 shares of our common stock and was granted with a per share exercise price of approximately $8.39 (using a conversion rate of A$1.00 to $1.0231 and equaling the closing price for our CDIs on the date the board approved the award).

        The ASX Listing Rules require stock options awarded to any of our directors, including Mr. Rosa, to be approved by our stockholders. For accounting purposes, stock options that are granted subject to stockholder approval are treated as granted in the period during which the necessary stockholder approval was obtained. Because we held our annual meeting of stockholders during our fiscal year ended June 30, 2011 before our board awarded the March 2011 and May 2011 stock options granted to Mr. Rosa, these stock options were approved by our stockholders at a special meeting in August 2011 and are treated as granted during our six-month fiscal year ended December 31, 2011 even though our board awarded the options, subject to stockholder approval, during our fiscal year ended June 30, 2011.

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Because Mr. Rosa also received a stock option award during November 2011 that was approved by our board and stockholders during the same month, there is a significant discrepancy between the value for accounting purposes of option awards granted to Mr. Rosa during our fiscal year ended June 30, 2011 compared to our six-month fiscal year ended December 31, 2011. In general, our board has awarded Mr. Rosa stock options with greater-than-annual frequency to gradually give him an equity position in our company that our board, in its discretion and based on its collective experiences, believes is appropriate for the chief executive officer of a development-stage public medical device company like ours. Other than the stock option awards described above, and as indicated in the Outstanding Equity Awards at Fiscal Year-End table below, we have granted Mr. Rosa only one other equity award. As indicated in the Beneficial Ownership of Directors and Executive Officers table below, as of July 20, 2012, Mr. Rosa beneficially owned approximately 1.7% of our common stock as calculated in accordance with SEC rules.

Salaries of Other Named Executive Officers

        Our board determined the salarynon-employee director compensation for Mr. Mathiesen pursuant2018, elected to negotiations with Mr. Mathiesen in connection with his hiring in March 2011. Our board determined Dr. Peters' salary in effect during ourcontinue this payment for fiscal years ended June 30, 2011 and December 31, 2011 primarily based on the salary recommendation our Chief Executive Officer made at the beginning of our fiscal year ended June 30, 2011. Historically, up to our fiscal year beginning July 1, 2011, we awarded our employees based in Australia and New Zealand, including Dr. Peters, salary increases effective at the beginning of our fiscal years. Our Chief Executive Officer made his salary recommendation for Dr. Peters based on his subjective evaluation of our product development and clinical progress2018, reflected as of the beginning of our fiscal year ended June 30, 2011. Effective for our fiscal year beginning January 1, 2012 and ending December 31, 2012, our board decided to make annual adjustments to employees' salaries, regardless of location, effective at the beginning of each calendar year (which, beginning in 2012, will coincide with our fiscal year). As part of this transition of our compensation practices, we deferred salary adjustments that our employees based in Australia and New Zealand otherwise would have received effective July 1, 2011 to be effective as of January 1, 2012. Dr. Peters therefore was not awarded a salary increase during the periods covered by the Summary Compensation Table in connection with this transition in our compensation practices.

        Our current compensation practice is for our Chief Executive Officer to recommend salaries for the other named executive officers at the beginning of each calendar year for the salary to be paid for the that year based on our Chief Executive Officer's evaluation of three primary factors. Those factors are an evaluation of:

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salaries of persons occupying similar positions at other small medical device companies;



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the overall performance of our company for the prior year; and



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the individual's contributions to our results for the prior year.

        Our Chief Executive Officer's evaluation of salaries for persons occupying similar positions at other small public medical device companies is based on his general industry knowledge and consultation of proxy statements filed by U.S. publicly traded companies with the SEC. Our Chief Executive Officer uses this market information to help determine whether the salaries he recommends for our other named executive officers are, in his opinion, significantly above or below the salaries of persons occupying similar positions at the companies consulted and that any variations to what the Chief Executive Officer considers to be a "market" salary are in his opinion justified. Historically, our Chief Executive Officer has not targeted compensation at a specified point relative to the market information he has gathered or used studies or compilations of information prepared by third parties to evaluate salaries paid by our competitors. Our Chief Executive Officer's evaluation of our company's performance is a subjective evaluation of our progress toward commercializing our system and meeting

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our business plan. As of January 1, 2012, salaries for our named executive officers were as follows: Mr. Rosa—$319,300; Dr. Peters—A$283,272; Mr. Mathiesen—$226,600. Future adjustments to the salaries for our named executive officers will be made using the process described above.

Incentive Compensation of Other Named Executive Officers

        Dr. Peters' non-equity incentive plan compensation award for calendar year 2011 provided for a payment of up to 10% of his annual salary, based on goals agreed upon by Dr. Peters and our Chief Executive Officer. Dr. Peters' goals for calendar year 2011 were tied to our clinical trial and research and development activities. Based on Dr. Peters' work training and supporting physicians at sites participating in our feasibility trial, his work summarizing and presenting clinical trial data, the successful animal test for our next-generation fully implantable device and improvements to our existing system developed by Dr. Peters during the year, our board awarded Dr. Peters his maximum possible payment under the non-equity incentive plan. The non-equity incentive compensation earned by Dr. Peters during calendar year 2011 is reflected in the Summary“Summary Compensation Table above for the fiscal year ended December 31, 2011 due to the discrepancy between our historic fiscal years and the transition in our incentive plan practices described in footnote 2 to the Summary Compensation Table.2019” above.

        In connection with his hiring in March 2011, we decided that Mr. Mathiesen's incentive compensation would be based on the calendar year rather than our fiscal year in effect at that time. Mr. Mathiesen's non-equity incentive plan compensation award for calendar year 2011 provided for a payment of up to 20% of his annual salary. Our board determined that Mr. Mathiesen improved our financial reporting processes and successfully performed his duties for the year and awarded Mr. Mathiesen his maximum possible non-equity incentive payment. The non-equity incentive compensation earned by Mr. Mathiesen during calendar year 2011 is reflected in the Summary Compensation Table above for the fiscal year ended December 31, 2011 due to the discrepancy between our historic fiscal years and incentive compensation plan practices described above and in footnote 2 to the Summary Compensation Table.

        Beginning in 2012, our fiscal years will coincide with calendar years and with the relevant periods for which we provide incentive compensation to our named executive officers.

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Outstanding Equity Awards at Fiscal Year End

The following table sets forth certain information concerning equity awards held by our named executive officers that were outstanding as of December 31, 2011.2019.