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):
May 16, 2019
INVACARE CORPORATION
(Exact name of Registrant as specified in its charter)
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Ohio
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001-15103
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95-2680965
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(State or other Jurisdiction of
Incorporation or Organization)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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One Invacare Way, Elyria, Ohio 44035
(Address of principal executive offices, including zip code)
(440) 329-6000
(Registrant’s telephone number, including area code)
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(Former name, former address and former fiscal year, 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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
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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.
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Securities registered pursuant to Section 12(b) of the Exchange Act:
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Title of each class
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Trading Symbol
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Name of exchange on which registered
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Common Shares, without par value
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IVC
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New York Stock Exchange
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On May 16, 2019, Invacare Corporation (the “Company”) held its 2019 Annual Meeting of Shareholders (the “2019 Annual Meeting”), where the Company’s shareholders approved Amendment No. 1 (the “Plan Amendment”) to the Invacare Corporation 2018 Equity Compensation Plan (the “2018 Equity Plan”), which (1) increased the number of Company common shares authorized and reserved for issuance under the 2018 Equity Plan by 3,000,000 shares, (2) increased the annual individual limits with respect to various types of awards provided for under the 2018 Equity Plan, (3) clarified that no dividends, dividend equivalents or other distributions will be paid currently on any award of stock options or SARs before the exercise of the award and (4) specified that no amendment to an award may accelerate the vesting or payment of the award except in the case of a participant’s death or disability. The material terms of the Plan Amendment and the 2018 Equity Plan are summarized in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 12, 2019.
The description of the Plan Amendment as contained herein is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated by reference into this Item 5.02.
Item 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Company’s 2019 Annual Meeting held on May 16, 2019, the shareholders approved and adopted an amendment to the Company’s Second Amended and Restated Articles of Incorporation (the “Articles of Incorporation”), which increased the number of Company common shares authorized and reserved for issuance thereunder by 50,000,000 shares. The amendment became effective upon its filing with the Secretary of State of Ohio on May 17, 2019.
The description of the amendment to the Articles of Incorporation as contained herein is qualified in its entirety by reference to the full text of the amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated by reference into this Item 5.03.
Item 5.07.
Submission of Matters to a Vote of Security Holders.
On May 16, 2019, the Company held its 2019 Annual Meeting, at which the Company’s shareholders acted on proposals to: (1) elect eight directors to a one-year term that will expire at the annual meeting of shareholders in 2020; (2) approve and adopt Amendment No. 1 to the Invacare Corporation 2018 Equity Compensation Plan; (3) approve the issuance of common shares upon the conversion of outstanding Convertible Senior Notes; (4) approve and adopt an amendment to the Company's Second Amended and Restated Articles of Incorporation; (5) ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s 2019 fiscal year; and (6) approve, on an advisory basis, the compensation of the Company’s named executive officers.
Each of the following nominees was elected to the board of directors for a one-year term of office expiring at the annual meeting of shareholders in 2020 with respective votes as follows:
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Nominees
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For
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Withheld
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Broker Non-Votes
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Susan H. Alexander
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26,866,226
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447,010
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2,896,252
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Petra Danielsohn-Weil, PhD
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26,857,982
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455,254
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2,896,252
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Diana S. Ferguson
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27,078,520
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234,716
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2,896,252
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Marc M. Gibeley
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26,855,841
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457,395
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2,896,252
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C. Martin Harris, M.D.
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26,354,454
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958,782
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2,896,252
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Matthew E. Monaghan
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26,796,662
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516,574
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2,896,252
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Clifford D. Nastas
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26,864,121
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449,115
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2,896,252
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Baiju R. Shah
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26,860,863
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452,373
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2,896,252
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The proposal to approve and adopt Amendment No. 1 to the Invacare Corporation 2018 Equity Compensation Plan was approved with 25,329,517 votes for, 1,963,294 votes against, 20,425 votes abstained and 2,896,252
broker non-votes.
The proposal to approve the issuance of common shares upon the conversion of outstanding Convertible Senior Notes was approved with 26,729,634 votes for, 546,164 votes against, 37,438 votes abstained and 2,896,252
broker non-votes.
The proposal to approve and adopt an amendment to the Company's Second Amended and Restated Articles of Incorporation to increase the authorized common shares was approved with 29,229,501 votes for, 935,072 votes against and 44,915 votes abstained. There were no broker non-votes with respect to this proposal.
The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s 2019 fiscal year was approved with 29,406,158 votes for, 738,484 votes against and 64,846 votes abstained. There were no broker non-votes with respect to this proposal.
The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers was approved with 25,505,157 votes for, 1,750,801 votes against, 57,278 votes abstained and 2,896,252
broker non-votes.
Item 9.01. Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit Number
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Description of Exhibit
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3.1
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Amendment to Second Amended and Restated Articles of Incorporation.
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10.1
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Amendment No. 1 to Invacare Corporation 2018 Equity Compensation Plan.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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INVACARE CORPORATION
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(Registrant)
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Date: May 20, 2019
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By:
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/s/ Anthony C. LaPlaca
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Name:
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Anthony C. LaPlaca
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Title:
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Senior Vice President, General Counsel and Secretary
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Exhibit Index
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Exhibit Number
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Description of Exhibit
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Amendment to Second Amended and Restated Articles of Incorporation.
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Amendment No. 1 to Invacare Corporation 2018 Equity Compensation Plan.
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Exhibit 3.1
A meeting of the shareholders of Invacare Corporation (the “Corporation”) was duly called and held on May 16, 2019, at which meeting a quorum of such shareholders was present in person or by proxy at all times, and that by the affirmative vote of the holders of shares entitling them to exercise at least a majority of the outstanding voting power of the Corporation, the following Amendment to the Second Amended and Restated Articles of Incorporation of the Corporation was approved and adopted:
INVACARE CORPORATION
AMENDMENT TO
SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION
The first paragraph of Article IV of the Second Amended and Restated Articles of Incorporation of the Corporation is hereby amended to read in its entirety as follows:
“The authorized number of shares of capital stock of the Corporation shall be One Hundred Sixty-Two Million Three Hundred Thousand (162,300,000), of which One Hundred Fifty Million (150,000,000) shall be Common Shares, without par value, Twelve Million (12,000,000) shall be Class B Common Shares, without par value, and Three Hundred Thousand (300,000) shall be Serial Preferred Shares, without par value.”
Exhibit 10.1
Amendment No. 1 to the
Invacare Corporation 2018 Equity Compensation Plan
This Amendment No. 1 (this “Amendment”) to the Invacare Corporation 2018 Equity Compensation Plan (the “2018 Equity Plan”) is hereby adopted and approved by the Board of Directors of Invacare Corporation (the “Board”) as of February 21, 2019, subject to the approval of the shareholders of Invacare Corporation. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the 2018 Equity Plan.
WHEREAS, Invacare Corporation (the “Company”) has adopted the 2018 Equity Plan, approved by the Company’s shareholders on May 17, 2018, under which the maximum number of Shares cumulatively available for issuance under the 2018 Plan (referred to in the 2018 Equity Plan as the “Aggregate Share Limit”) is the sum of: (i) 1,800,000 Shares; plus (ii) any shares available for issuance under the 2013 Equity Plan at the time of approval of the 2018 Equity Plan by the Company’s shareholders; and (iii) any Shares covered by an award under the 2018 Equity Plan, the 2013 Equity Plan or the 2003 Equity Plan that are forfeited or remain unpurchased or undistributed upon termination or expiration of the award;
WHEREAS, based on the recommendation of the Compensation and Management Development Committee of the Board (the “Compensation Committee”), the Board has determined that it is desirable to (i) increase the Aggregate Share Limit by 3,000,000 Shares in order to allow more Shares to be available for issuance under the 2018 Equity Plan pursuant to awards thereunder, and increase the related limit on the total number of Shares issuable upon the exercise of Incentive Stock Options by the same amount, (ii) increase the annual individual limits with respect to the various types of awards provided for under the 2018 Equity Plan, (iii) modify the 2018 Equity Plan to clarify that no dividends, dividend equivalents or other distributions will be paid currently on any award of stock options or SARs before the exercise of the award and (iv) specify that no amendment to an award under the 2018 Equity Plan may accelerate the vesting or payment of the award except in the case of a participant’s death or disability;
WHEREAS, Article XII of the 2018 Equity Plan provides that the Board may amend the 2018 Equity Plan, subject to shareholder approval when any proposed amendment is subject to the approval of shareholders under applicable law, rules or regulations; and
WHEREAS, under New York Stock Exchange requirements, shareholders must approve the recommended increase to the Aggregate Share Limit.
NOW, THEREFORE, the Board hereby adopts and approves the following amendments to the 2018 Equity Plan, subject to shareholder approval and effective upon the receipt of such shareholder approval:
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1.
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Section 4.01(a)(i) of the 2018 Equity Plan is hereby deleted in its entirety and replaced with the following:
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“4,800,000 Shares; plus”
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2.
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Section 4.01(d) of the 2018 Equity Plan is hereby deleted in its entirety and replaced with the following:
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“(d) Subject to adjustment pursuant to Section 4.06 hereof, the total number of Shares actually issued or transferred by the Company upon the exercise of Incentive Stock Options will not exceed 4,800,000 Shares.”
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3.
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Section 4.02 of the 2018 Equity Plan is hereby deleted in its entirety and replaced with the following:
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“
Limitation on Shares Issued Pursuant to Awards
. Notwithstanding any other provision of this Plan to the contrary, and subject to adjustment as provided in Section 4.06:
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(a)
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no Participant will be granted Options or SARs for more than 1,500,000 Shares, in the aggregate, during any calendar year;
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(b)
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no Participant will be granted Awards of Restricted Stock, Restricted Stock Units or Performance Shares for more than 1,500,000 Shares, in the aggregate, during any calendar year; and
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(c)
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No Nonemployee Director will be granted Awards of Restricted Stock, Restricted Stock Units or Performance Shares for more than 300,000 Shares, in the aggregate, during any calendar year.”
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4.
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Section 6.09 is hereby added to the 2018 Equity Plan as follows:
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“6.09
Prohibition on Dividends
. Notwithstanding any provision herein to the contrary, no dividends or dividend equivalents shall be paid with respect to an Option on either a current, deferred or contingent basis.”
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5.
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Section 7.10 is hereby added to the 2018 Equity Plan as follows:
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“7.10
Prohibition on Dividends
. Notwithstanding any provision herein to the contrary, no dividends or dividend equivalents shall be paid with respect to a SAR on either a current, deferred or contingent basis.”
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6.
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Section 12.01(c) of the 2018 Equity Plan is hereby deleted in its entirety and replaced with the following:
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“Subject to Sections 6.08 and 7.09 of the Plan (prohibiting the repricing of Options or SARs), the Committee may amend the terms of any Award granted under this Plan prospectively or retroactively;
provided
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however
, that no amendment may accelerate the vesting or payment of an Award except in the case of a Participant’s death or disability. Except as provided in this Plan, the Committee will not make any modification of the Performance Targets or the level or levels of achievement with respect to such Award, but the Committee may exercise negative discretion with respect to a Participant’s Award, which will result in a lower percentage of the Award becoming vested, exercisable or payable compared to the actual level of achievement.”
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7.
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Except as provided herein, no other provision of the 2018 Equity Plan shall be amended or modified by this Amendment No. 1 and the 2018 Equity Plan shall remain in full force and effect.
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