Integra LifeSciences Holdings Corporation

05/13/2025 | Press release | Distributed by Public on 05/13/2025 14:45

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Integra LifeSciences Holdings Corporation (the "Company") held its 2025 Annual Meeting of Stockholders (the "Annual Meeting") on May 9, 2025. At the Annual Meeting, the Company's stockholders approved, among other things, Amendment No. 2 to the Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan (the "Plan Amendment") to increase the number of shares of common stock available for awards under the plan by 2,200,000 shares.
A description of the Plan Amendment is included in the section entitled "Proposal 4. Approval of Amendment No. 2 to the Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan" in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 4, 2025 (the "Proxy Statement"), which description is incorporated herein by reference. Such description does not purport to be complete and is qualified in its entirety by reference to the complete text of the Plan Amendment, a copy of which is attached hereto as Exhibit 10.1.
Item 5.07. Submission of Matters to a Vote of Security Holders
The Annual Meeting of the Company was held on May 9, 2025. The proposals considered at the Annual Meeting are described in detail in the Proxy Statement.The final results of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:
Item No. 1: All of the nominees for director of the Board of Directors (the "Board") of the Company were elected to serve until the Company's 2026 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified, by the votes set forth below.
Nominees For Against Abstain Broker Non-Vote
Keith Bradley, Ph.D. 69,934,587 1,567,803 18,251 2,425,186
Shaundra D. Clay 71,299,493 206,047 15,101 2,425,186
Stuart M. Essig, Ph.D. 70,050,243 1,447,483 22,915 2,425,186
Jeffrey A. Graves, Ph.D. 71,047,160 454,136 19,345 2,425,186
Barbara B. Hill 69,648,076 1,857,783 14,782 2,425,186
Renee W. Lo 70,747,006 760,117 13,518 2,425,186
Mojdeh Poul 70,013,966 1,488,185 18,490 2,425,186
Christian S. Schade 69,952,338 1,548,649 19,654 2,425,186
Item No. 2: The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the 2025 fiscal year, by the votes set forth below.
For Against Abstain Broker Non-Vote
72,960,045 946,740 39,042 0
Item No. 3: The stockholders approved, on an advisory, non-binding basis, the compensation of the Company's named executive officers, by the votes set forth below.
For Against Abstain Broker Non-Vote
70,185,676 1,313,983 20,982 2,425,186
Item No. 4: The stockholders approved the Plan Amendment, by the votes set forth below:
For Against Abstain Broker Non-Vote
69,088,553 2,388,890 43,198 2,425,186
Item 8.01. Other Events
The Board approved the transition of Dr. Essig from Executive Chairman of the Board to non-executive Chairman of the Board, effective as of July 1, 2025. This transition is not the result of any disagreement with the Company or the Board on any matter relating to the Company's operations, policies or practices.
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