UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 17, 2019
NEVRO CORP.
(Exact name of registrant as specified in its charter)
Delaware | | 001-36715 | | 56-2568057 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification Number) |
1800 Bridge Parkway
Redwood City, CA 94065
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (650) 251-0005
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 | | Name of each exchange on which registered |
Common Stock, $0.001 par value per share | | NVRO | | The 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).
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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 17, 2019, the Board of Directors (the “Board”) of Nevro Corp. (the “Company”) elected Karen N. Prange to the Board. Ms. Prange will serve until the Company’s 2021 annual meeting of stockholders, or until her earlier death, resignation or removal.
As a non-employee director, Ms. Prange will receive compensation in accordance with the Company’s non-employee director compensation program, the amended and restated form of which was filed with the Company’s Form 10-Q for the quarter ended June 30, 2019. Pursuant to this program, upon her appointment to the Board, Ms. Prange will receive an award of restricted stock units equal to $300,000 and will be eligible for the annual cash retainer in the amount of $55,000. The RSU award will vest in three equal annual installments on the anniversary of the date of Ms. Prange’s election to the Board, subject to Ms. Prange’s continued service to the Company through such date.
Ms. Prange will also enter into an indemnification agreement with the Company consistent with the form agreement executed with each of the Company’s current officers and directors.
There were no arrangements or understandings between Ms. Prange, and any other person pursuant to which Ms. Prange was appointed as a member of the Board. There have been no transactions in which Ms. Prange has an interest that would be reportable under Item 404(a) of Regulation S-K.
Item 9.01 | Financial Statements and Exhibits. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | NEVRO CORP. |
| | | | |
Date: December 18, 2019 | | By: | | /s/ Andrew H. Galligan |
| | | | Andrew H. Galligan |
| | | | Chief Financial Officer |
