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): September 15, 2022
LivaNova PLC
(Exact Name of Registrant as Specified in its Charter)
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| England and Wales | | 001-37599 | | 98-1268150 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
20 Eastbourne Terrace
London, W2 6LG
United Kingdom
(Address of Principal Executive Offices)
+44 20 33250660
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
☐ 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:
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| Title of each class | Trading Symbol(s) | Name on each exchange on which registered |
| Ordinary Shares - £1.00 par value per share | LIVN | NASDAQ Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 September 15, 2022, the Board of Directors (the “Board”) of LivaNova PLC (the “Company” or “LivaNova”) appointed Brooke Story to the Board.
Ms. Story has over 20 years of experience in the global medical technology industry. She currently serves as Worldwide President, Integrated Diagnostic Solutions at BD (Becton, Dickinson and Company), a position she assumed in April 2021. Prior to that, she spent 15 years at Medtronic, where she held a variety of roles in finance, sales and business unit leadership, culminating in her tenure as President, Pelvic Health and Gastric Therapies. Story also spent a portion of her early career in sales at Johnson & Johnson.
Consistent with the Company’s other non-employee directors, Ms. Story will be compensated in accordance with the Company’s Remuneration Policy (the “Policy”). In connection with this appointment and pursuant to the Policy, Ms. Story will receive a prorated, annual board retainer fee of $110,000; a prorated, Nominating and Corporate Governance Committee annual member fee of $8,000; and an annual, service-based restricted stock award grant with a fair market value of $130,000, prorated.
There is no arrangement or understanding between Ms. Story and any other person pursuant to which Ms. Story was selected as a director. Ms. Story is not, and has not been since January 1, 2021, a participant in any transaction involving the Company, and Ms. Story is not a participant in any proposed transaction with the Company, in each case, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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| Exhibit | | Description |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
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| LivaNova PLC |
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| Date: September 15, 2022 | By: /s/ Keyna Skeffington |
| Name: Keyna Skeffington |
| Title: Senior Vice President & General Counsel |
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