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): February 23, 2016
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)
(Former name or former address if changed since last report.)
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)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 23, 2016, on the recommendation of the Corporate Governance and Nominating Committee, pursuant to Section 2.2 of the Amended and Restated By-Laws of CONMED Corporation (as adopted on April 29, 2011), the Board of Directors appointed Martha Goldberg Aronson to be on the CONMED Corporation Board of Directors. A copy of the press release issued on February 23, 2016 describing the background and qualification of Ms. Aronson is attached to this Form 8-K as Exhibit 99.1. Ms. Aronson was appointed to the Compensation Committee.
There is no understanding or arrangement between Ms. Aronson or any third parties pursuant to which she was selected or nominated as a director, and there are no related-party transactions which would be required to be disclosed under Item 404(a) of Regulation S-K with respect to Ms. Aronson.
As a non-employee director, Ms. Aronson will participate in the Director Fee Plan, as further described in the Annual Proxy Statement dated April 17, 2015. In addition, the Board of Directors awarded Ms. Aronson 1,000 Restricted Stock Units, subject to 100% vesting upon the completion of one full year of service as a director.
| Item 8.01 | Other Events. |
On February 23 2016, CONMED Corporation announced it will be paying a quarterly cash dividend of $0.20 per share on April 5, 2016 to all shareholders of record as of March 15, 2016.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Description of Exhibit | |
| 99.1 | Press Release issued by CONMED Corporation on February 23, 2016 | |
SIGNATURES
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.
| CONMED CORPORATION (Registrant) | ||
| By: | /s/ Luke A. Pomilio | |
| Name: | Luke A. Pomilio | |
| Title: | Executive VP, Finance and Chief Financial Officer | |
Date: February 23, 2016
EXHIBIT INDEX
| Exhibit |
Exhibit Description | |
| 99.1 | Press Release issued by CONMED Corporation on February 23, 2016 | |
Exhibit 99.1
|
NEWS RELEASE | |
| CONTACT: CONMED Corporation Luke A. Pomilio Chief Financial Officer 315-624-3202 | ||
CONMED Corporation Adds Health Care Executive Martha Goldberg Aronson to its Board of Directors
Utica, New York, February 23, 2016 – CONMED Corporation (NASDAQ: CNMD) today announced that it has added Martha Goldberg Aronson to its Board of Directors, effective immediately.
“We are pleased to welcome Martha to our Board of Directors,” commented Mark Tryniski, Chairman of CONMED’s Board of Directors. “We look forward to leveraging her years of diversified health care experience, financial management, and international expertise to help CONMED deliver on a myriad of opportunities within its key markets.”
Curt R. Hartman, President and Chief Executive Officer of CONMED, added, “Martha’s proven track record of executive and operational leadership in the health care industry will make her a meaningful contributor in supporting CONMED’s growth strategy and helping us drive increased shareholder value.”
Ms. Aronson most recently served as Executive Vice President and President, Global Healthcare at Ecolab, Inc., where she was responsible for the profit and loss of the company’s global healthcare division with approximate revenues of $600 million. She also served as a member of Ecolab’s Executive Committee. She previously was President, North America at Hill-Rom Holdings, Inc., where she oversaw all aspects of a $1 billion business. Prior to Hill-Rom, Ms. Aronson spent 18 years at Medtronic, Inc., where she was also a member of the Executive Committee, in roles of increasing responsibility, including her last position as Senior Vice President and Chief Talent Officer. Her other roles at Medtronic included Vice President, Investor Relations, as well as an international assignment where she was Vice President responsible for profit and loss for five businesses in Western Europe with over $450 million in revenue. Ms. Aronson also held several managerial positions at Medtronic in marketing and product management. Ms. Aronson began her distinguished career as an associate consultant at Bain and Company, Inc.
Ms. Aronson is currently a member of the Board of Directors at Hutchinson Technology, Inc. (NASDAQ: HTCH) and the Guthrie Theater. Ms. Aronson has received a number of awards and accolades throughout her professional career for her outstanding leadership skills and accomplishments in the health care industry, including being named as one of the 35 most influential women in health care in Minnesota in 2014.
“I am excited to be joining CONMED’s team at such a pivotal time in the Company’s history,” commented Ms. Aronson. “I look forward to working with CONMED’s Board and management team as they continue to revitalize the business.”
Ms. Aronson received her MBA from the Harvard Graduate School of Business Administration and a Bachelor of Arts in Economics from Wellesley College.
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 17 countries and international sales constitute approximately 50% of the Company’s total sales. Headquartered in Utica, New York, the Company employs approximately 3,500 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. For example, all statements regarding the payment of cash dividends in future periods are forward-looking statements. 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. The Company believes that all forward-looking statements made by it have a reasonable basis, but there can be no assurance that management’s expectations, beliefs or projections as expressed in the forward-looking statements will actually occur or prove to be correct.