UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 11, 2022
INTEGER HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware | 1-16137 | 16-1531026 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
5830 Granite Parkway, Suite 1150
Plano, Texas 75024
(Address of Principal Executive Offices) (Zip Code)
(214) 618-5243
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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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 Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.001 par value per share | ITGR | New York Stock Exchange |
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.
(b) On March 17, 2022, Integer Holdings Corporation (the “Company”) announced that Bill R. Sanford, Chairman of the Board of Directors of the Company (the “Board”), has notified the Board that he would not stand for re-election and retire from the Board at the conclusion of his term immediately following the Company’s 2022 annual meeting of stockholders, which is scheduled to be held on May 18, 2022. Upon Mr. Sanford’s retirement, the Board plans to elect Pamela G. Bailey, a member of the Board since 2002, to serve as the next Chair of the Board. In addition, as part of the Board’s regular succession planning activities and in connection with the election of the Company’s new Board Chair, the Board also engaged in a normal course review of current Board committee composition and rotated the membership of the Board’s committees to seek to provide the Company’s directors with the opportunities and experiences that are believed to be necessary to prepare for future Board leadership positions.
Item 7.01. Regulation FD Disclosure.
A copy of the press release announcing Mr. Sanford’s retirement is attached as Exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | INTEGER HOLDINGS CORPORATION |
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| Date: March 17, 2022 | By: | /s/ McAlister Marshall |
| | | McAlister Marshall |
| | | Senior Vice President, General Counsel, Chief Ethics and Compliance Officer and Corporate Secretary |
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