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): June 12, 2023
LivaNova PLC
(Exact Name of Registrant as Specified in its Charter)
| | | | | | | | | | | | | | |
| 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:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name on each exchange on which registered |
| Ordinary Shares - £1.00 par value per share | LIVN | The NASDAQ Stock Market LLC |
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
LivaNova PLC (the “Company”) held its 2023 Annual General Meeting of shareholders (the“AGM”) on June 12, 2023. At the AGM, the Company’s shareholders approved the Amended and Restated LivaNova PLC 2022 Incentive Award Plan (the “A&R Plan”). The A&R Plan was previously approved by the Company’s Board of Directors on April 19, 2023, subject to shareholder approval.
The A&R Plan increases the aggregate number of ordinary shares that can be issued under the LivaNova PLC 2022 Incentive Award Plan pursuant to options or SARs from 1,900,000 to 2,250,000, and the number of ordinary shares that can be issued pursuant to awards other than options or SARs from 1,200,000 to 1,500,000. The other terms of the A&R Plan, including its expiration date, are the same as the LivaNova PLC 2022 Incentive Award Plan.
The material terms of the A&R Plan are described in the Company’s definitive Proxy Statement, dated April 28, 2023 (the “2023 Proxy Statement”), under the heading “Proposal 4 — Approval of the Amended and Restated LivaNova PLC 2022 Incentive Award Plan”, which description is incorporated herein by reference. The descriptions of the A&R Plan contained herein and in the 2023 Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the Amended and Restated LivaNova PLC 2022 Incentive Award Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders
A total of 43,937,718 of the Company’s ordinary shares, representing 81.59% of the shares outstanding and eligible to vote and constituting a quorum, were represented virtually or by proxy at the AGM.
At the AGM, LivaNova’s shareholders considered 10 proposals as more fully described in the 2023 Proxy Statement and as summarized below. Each of the resolutions 1-10 was adopted. The number of votes for and against, as well as the number of abstentions and broker non-votes are set forth below.
1. Ordinary resolution to elect, by separate resolutions, each of the following nine (9) directors for a term expiring at the AGM to be held in 2024:
Mr. Francesco Bianchi
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
| | | | | | |
| 39,499,405 | | 1,028,170 | | 17,984 | | 3,392,159 |
Ms. Stacy Enxing Seng
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| Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
| | | | | | |
| 39,041,733 | | 1,487,841 | | 15,985 | | 3,392,159 |
Mr. William A. Kozy
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
| | | | | | |
| 38,622,336 | | 1,791,747 | | 131,476 | | 3,392,159 |
Mr. Daniel J. Moore
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
| | | | | | |
| 39,186,785 | | 1,333,196 | | 25,578 | | 3,392,159 |
Dr. Sharon O’Kane
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
| | | | | | |
| 39,239,186 | | 1,290,389 | | 15,984 | | 3,392,159 |
Ms. Andrea L. Saia
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
| | | | | | |
| 38,418,594 | | 2,110,981 | | 15,984 | | 3,392,159 |
Mr. Todd Schermerhorn
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
| | | | | | |
| 39,352,199 | | 1,175,352 | | 18,008 | | 3,392,159 |
Ms. Brooke Story
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
| | | | | | |
| 39,783,581 | | 632,739 | | 129,239 | | 3,392,159 |
Mr. Peter Wilver
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
| | | | | | |
| 37,692,076 | | 2,835,474 | | 18,009 | | 3,392,159 |
2. Ordinary resolution to approve, on an advisory basis, the Company’s compensation of its named executive officers (“US Say-on-Pay”).
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| Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
| | | | | | |
| 37,436,778 | | 3,095,082 | | 13,699 | | 3,392,159 |
3. Ordinary resolution to ratify the appointment of PricewaterhouseCoopers LLP, a Delaware limited liability partnership ("PwC USA"), as the Company’s independent registered public accounting firm for 2023.
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
| | | | | | |
| 43,883,022 | | 39,922 | | 14,774 | | 0 |
4. Ordinary resolution to approve the Amended and Restated LivaNova PLC 2022 Incentive Award Plan.
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| Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
| | | | | | |
| 39,247,159 | | 1,277,592 | | 20,808 | | 3,392,159 |
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5. Ordinary resolution to generally and unconditionally authorize the directors, for purposes of section 551 of the Companies Act 2006 (the “Companies Act”) to exercise all powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company up to an aggregate nominal amount of £10,770,848, provided that:
(A) (unless previously revoked, varied or renewed by the Company) this authority will expire at the end of the next annual general meeting of the Company or, if earlier, the close of business on the date that is fifteen (15) months after the date on which this resolution is passed, save that the directors may, before this authority expires, make offers or agreements which would or might require shares in the Company to be allotted, or rights to subscribe for, or convert securities into, shares to be granted, after its expiry and the directors may allot shares or grant rights to subscribe for, or convert securities into, shares pursuant to such offers or agreements as if this authority had not expired, and
(B) this authority replaces all subsisting authorities previously granted to the directors for the purposes of section 551 of the Companies Act which, to the extent unused at the date of this resolution, are revoked with immediate effect without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made under such authorities.
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| Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
| | | | | | |
| 43,540,473 | | 381,719 | | 15,526 | | 0 |
6. Special Resolution subject to the passing of resolution 5 and in accordance with sections 570 and 573 of the Companies Act, to empower the directors generally to allot equity securities (as defined in section 560 of the Companies Act) for cash pursuant to the authority conferred by resolution 5, and/or to sell ordinary shares (as defined in section 560 of the Companies Act) held by the Company as treasury shares for cash, in each case as if section 561 of the Companies Act (existing shareholders’ pre-emption rights) did not apply to any such allotment or sale, provided that this power is limited to the allotment of equity securities or sale of treasury shares for cash up to an aggregate nominal amount of £10,770,848, provided that:
(A) (unless previously revoked, varied or renewed by the Company) this power will expire at the end of the next annual general meeting of the Company or, if earlier, the close of business on the date that is fifteen (15) months after the date on which this resolution is passed, save that the directors may, before this power expires, make offers or agreements which would or might require equity securities to be allotted and/or treasury shares to be sold after its expiry and the directors may allot equity securities and/or sell treasury shares pursuant to such offers or agreement as if this power had not expired; and
(B) this power replaces (except for any power conferred by resolution 5) all subsisting powers previously granted to the directors for the purposes of section 570 of the Companies Act which, to the extent unused at the date of this resolution, are revoked with immediate effect, without prejudice to any allotment of equity securities already made, offered or agreed to be made under such powers.
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| Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
| | | | | | |
| 43,107,358 | | 814,021 | | 16,339 | | 0 |
7. Ordinary resolution to approve, on an advisory basis, the United Kingdom (“UK”) directors’ remuneration report in the form set out in the Company’s UK annual report for the period ended December 31, 2022.
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| Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
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| 38,942,046 | | 1,590,167 | | 13,346 | | 3,392,159 |
8. Ordinary resolution to receive and adopt the Company’s audited UK statutory accounts for the year ended December 31, 2022, together with the reports of the directors and auditors thereon.
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| Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
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| 40,344,853 | | 11,813 | | 188,893 | | 3,392,159 |
9. Ordinary resolution to re-appoint PricewaterhouseCoopers LLP, a limited liability partnership organized under the laws of England (“PwC-UK”), as the Company’s UK statutory auditor for 2023.
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| Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
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| 43,882,990 | | 39,754 | | 14,974 | | 0 |
10. Ordinary resolution to authorize the directors and/or the Audit and Compliance Committee to determine the remuneration of the Company’s UK statutory auditor.
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| Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
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| 43,865,986 | | 53,892 | | 17,840 | | 0 |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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| Exhibit | | Description |
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| 10.1 | | |
| 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: June 16, 2023 | By:/s/ Michael Hutchinson |
| Name: Michael Hutchinson |
| Title: SVP, Company Secretary & Chief Legal Officer |
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