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): November 30, 2020
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 5.02 | | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 2, 2020, the Board of Directors (the “Board”) of Nevro Corp. (“Nevro” or the “Company”) appointed Susan E. Siegel to the Board effective immediately. Ms. Siegel will serve as a member of the class of directors serving until the Company’s 2022 annual meeting of stockholders, or until her earlier death, resignation or removal. Ms. Siegel was also appointed to serve as a member of the Compensation Committee of the Board (the “Compensation Committee”). Ms. Siegel fills the vacancy created by the resignation of Wilfred E. Jaeger, M.D., which was effective as of December 2, 2020, and concurrently Elizabeth (“Bess”) Weatherman was appointed as Chairperson of the Compensation Committee.
As a non-employee director, Ms. Siegel will receive compensation in accordance with the Company’s non-employee director compensation program. Pursuant to this program, upon the effective date of her appointment to the Board, Ms. Siegel received an award of restricted stock units with a grant date fair value of $300,000 (the “Initial Award”), which will vest in three equal annual installments on the anniversary of her appointment to the Board subject to continued service to the Company through such dates. Ms. Siegel will be eligible for annual cash retainers in the amount of $55,000 for service as a member of the Board and $8,000 for service as a member of the Compensation Committee. Ms. Siegel 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. Siegel, and any other person pursuant to which Ms. Siegel was appointed as a member of the Board. There have been no transactions in which Ms. Siegel has an interest that would be reportable under Item 404(a) of Regulation S-K.
Dr. Jaeger provided notice of his resignation on November 30, 2020 (to be effective on December 2, 2020) indicating that his resignation was not a result of any disagreement with the Company or any matter relating to the Company’s operations, policies (including accounting or financial policies) or practices.
On December 3, 2020, Nevro issued a press release announcing Ms. Siegel’s appointment to the Board and Dr. Jaeger’s resignation. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 | | Financial Statements and Exhibits |
(d) 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 3, 2020 | | By: | | /s/ Kashif Rashid |
| | | | Kashif Rashid |
| | | | General Counsel |
