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): July 1, 2015
CONMED CORPORATION
(Exact name of registrant as specified in its charter)
| New York | 0-16093 | 16-0977505 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
525 French Road
Utica, New York 13502
(Address of principal executive offices, including zip code)
(315) 797-8375
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (See General Instruction 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)) |
| Item 5.02 | Departure of Principal Officers; Election of Directors; Appointment of Principal Officers |
On July 1, 2015, on the recommendation of the Company’s Corporate Governance and Nominating Committee, pursuant to Section 2.2 of the Amended and Restated By-Laws of the Company (as adopted as of April 29, 2011), the Board of Directors appointed David Bronson and John L. Workman to be on the CONMED Corporation Board of Directors. A copy of the press release issued on July 1, 2015 describing the backgrounds and qualifications of Messrs. Bronson and Workman, is attached to this Form 8-K as Exhibit 99.1. Messrs. Bronson and Workman were both appointed to the Audit Committee.
There are no understandings or arrangements between Messrs. Bronson or Workman or any third parties pursuant to which either new director was selected or nominated, and there are no related-party transactions which would be required to be disclosed under Item 404(a) of Reg S-K with respect to either new director.
As non-employee directors, Messrs. Bronson and Workman will participate in the Director Fee Plan, as further described in the Annual Proxy dated April 17, 2015. In addition, the Board of Directors awarded both Messrs. Bronson and Workman 3,000 Restricted Stock Units, as well 1,000 Stock Appreciation Rights with an exercise price of $58.74, in both cases subject to 100% vesting as of June 1, 2016, subject to the completion of service as a director through CONMED’s next Annual Shareholder Meeting.
| Section 9 | Financial Statements and Exhibits |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are included herewith:
| Exhibit No. |
Description of Exhibit | |
| 99.1 | Press Release, dated July 1, 2015, issued by CONMED Corporation | |
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 thereunto duly authorized.
| CONMED CORPORATION | ||
| (Registrant) | ||
| By: | /s/ Luke A. Pomilio | |
| Name: | Luke A. Pomilio | |
| Title: | Executive Vice President – Finance and Chief Financial Officer | |
Date: July 1, 2015
EXHIBIT INDEX
| Exhibit Number |
Exhibit Description | |
| 99.1 | Press Release, dated July 1, 2015, issued by CONMED Corporation | |
Exhibit 99.1
CONMED Corporation Adds Two Health Care Executives to its Board of Directors
Utica, New York, July 1, 2015 – CONMED Corporation (NASDAQ: CNMD) today announced that it has added David Bronson and John L. Workman to its Board of Directors, effective immediately.
“David and John are outstanding additions to our Board,” commented Mark Tryniski, Chairman of CONMED’s Board of Directors. “They both have extensive experience leading sophisticated health care organizations, executing successful turnarounds, and improving shareholder returns. Their impressive track records will make them vital contributors in guiding CONMED’s growth strategy.”
“We are thrilled to welcome David and John to our Board of Directors,” said Curt R. Hartman, President and Chief Executive Officer of CONMED. “These health care industry veterans bring proven executive leadership and financial expertise, and we are confident that they will provide valuable counsel as we continue to enhance our growth opportunities for the benefit of our customers, shareholders, and employees.”
Mr. Bronson served as Executive Vice President and Chief Financial Officer of PSS World Medical, Inc. from 2002 until it was acquired by McKesson Corp in 2013. In that role, he developed and executed strategies to improve profitability and returns on capital, and he led the deal process, due diligence, and pre-close integration efforts for the acquisition of PSS by McKesson. Prior to that, he was Chief Financial Officer of Digineer, Inc. from 2001 to 2002 and of VWR Scientific Products from 1995 to 1999, when it was acquired by Merck KGaA. Mr. Bronson previously spent 15 years at Baxter Healthcare, Inc., where he held various senior financial executive positions. He is currently a Director and Audit Committee Chair of AxelaCare, Inc. and a Director and a member of the Audit Committee of Labsco, Inc.
Mr. Bronson received his Master of Science Degree in Management Studies from Northwestern University’s Kellogg School of Business and his Bachelor of Science Degree in Accounting from California State University, Fullerton.
Mr. Workman served as Chief Executive Officer of Omnicare, Inc. from 2012 to 2014, as President and Chief Financial Officer from 2011 to 2012, and as Executive Vice President and Chief Financial Officer from 2009 to 2010. At Omnicare, he improved operating efficiencies through a focus on customer service and returned the company to growth and stability. From 2004 to 2009, he was Chief Financial Officer of HealthSouth Corporation, where he oversaw the most comprehensive financial statement reconstruction in Corporate America and reduced the company’s debt level by 50% through both a recapitalization and asset divestitures. Prior to HealthSouth, Mr. Workman served as Chief Executive Officer of U.S. Can Corporation, where he implemented successful cost reduction and lean manufacturing programs and led a turnaround of the company’s European operations. Mr. Workman started his distinguished career at KPMG, where he was a partner from 1981 to 1984. He is currently Chairman of the Board and Audit Committee Chair of Universal Hospital Services and a Director and Audit Committee Chair of Federal Signal Corp.
Mr. Workman received his Master of Business Administration in Finance and Accounting from the University of Chicago and his Bachelor of Science Degree in Accounting from Indiana University.
About CONMED Corporation
CONMED is a medical technology company that provides surgical devices and equipment for minimally invasive procedures. The Company’s products are used by surgeons and physicians in a variety of specialties, including orthopedics, general surgery, gynecology, neurosurgery and gastroenterology. The Company distributes its products worldwide from several manufacturing locations. CONMED has a direct selling presence in 16 countries outside the United States, and international sales constitute over 50% of the Company’s total sales. Headquartered in Utica, New York, the Company employs 3,400 people. For more information, visit www.conmed.com.
Forward Looking Information
This press release contains forward-looking statements based on certain assumptions and contingencies that involve risks and uncertainties. The forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and relate to the Company’s performance on a going-forward basis. The forward-looking statements in this press release involve risks and uncertainties, which could cause actual results, performance or trends, to differ materially from those expressed in the forward-looking statements herein or in previous disclosures. In addition to general industry and economic conditions, factors that could cause actual results to differ materially from those discussed in the forward-looking statements in this press release include, but are not limited to the risks relating to forward-looking statements discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.