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 21, 2020

INVACARE CORPORATION

(Exact name of Registrant as specified in its charter)
Ohio
001-15103
95-2680965
(State or other Jurisdiction of
Incorporation or Organization)
(Commission File Number)
(I.R.S. Employer
Identification Number)

One Invacare Way, Elyria, Ohio 44035
(Address of principal executive offices, including zip code)

(440) 329-6000
(Registrant’s telephone number, including area code)

———————————————————————————————— 
(Former name, former address and former fiscal year, if changed since last report)
 
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class
Trading Symbol
Name of exchange on which registered
Common Shares, without par value
IVC
New York Stock Exchange
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):

¨ 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))

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 ¨

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.
On May 21, 2020, Invacare Corporation (the “Company”) held its 2020 Annual Meeting of Shareholders (the “2020 Annual Meeting”), where the Company’s shareholders approved Amendment No. 2 (the “Plan Amendment”) to the Invacare Corporation 2018 Equity Compensation Plan (the “2018 Equity Plan”), which increased the number of Company common shares authorized and reserved for issuance under the 2018 Equity Plan by 1,400,000 shares. 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 13, 2020.
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 5.07.    Submission of Matters to a Vote of Security Holders.
On May 21, 2020, the Company held its 2020 Annual Meeting, at which the Company’s shareholders acted on proposals to: (1) elect nine directors to a one-year term that will expire at the annual meeting of shareholders in 2021; (2) approve and adopt Amendment No. 2 to the Invacare Corporation 2018 Equity Compensation Plan; (3) ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s 2020 fiscal year; and (4) 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 2021 with respective votes as follows:
Nominees
For
Withheld
Broker Non-Votes
Susan H. Alexander
27,585,077

328,161

2,929,618

Julie A. Beck
27,815,681

97,557

2,929,618

Petra Danielsohn-Weil, PhD
27,446,548

466,690

2,929,618

Diana S. Ferguson
27,585,396

327,842

2,929,618

Marc M. Gibeley
27,446,674

466,564

2,929,618

C. Martin Harris, M.D.
25,843,116

2,070,122

2,929,618

Matthew E. Monaghan
27,472,841

440,397

2,929,618

Clifford D. Nastas
27,578,191

335,047

2,929,618

Baiju R. Shah
27,376,700

536,538

2,929,618

The proposal to approve and adopt Amendment No. 2 to the Invacare Corporation 2018 Equity Compensation Plan was approved with 18,033,572 votes for, 9,846,906 votes against, 32,760 votes abstained and 2,929,618 broker non-votes.
The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s 2020 fiscal year was approved with 30,068,578 votes for, 754,241 votes against and 20,037 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 25,565,802 votes for, 2,302,079 votes against, 45,357 votes abstained and 2,929,618 broker non-votes.




Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits.
 
 
 
Exhibit Number
Description of Exhibit
 
 
10.1
Amendment No. 2 to Invacare Corporation 2018 Equity Compensation Plan.





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.

 
INVACARE CORPORATION
 
(Registrant)
 
 
 
Date: May 21, 2020
By:
/s/ Anthony C. LaPlaca
 
Name:
Anthony C. LaPlaca
 
Title:
Senior Vice President, General Counsel and Secretary






Exhibit Index

Exhibit Number
Description of Exhibit
 
 
Amendment No. 2 to Invacare Corporation 2018 Equity Compensation Plan.





Exhibit 10.1

Amendment No. 2 to the
Invacare Corporation 2018 Equity Compensation Plan
This Amendment No. 2 (this “Amendment”) to the Invacare Corporation 2018 Equity Compensation Plan, as amended (the “2018 Equity Plan”) is hereby adopted and approved by the Board of Directors of Invacare Corporation (the “Board”) as of March 27, 2020, 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”) adopted the 2018 Equity Plan, approved by the Company’s shareholders on May 17, 2018, which was subsequently amended by Amendment No. 1 to the 2018 Equity Plan, approved by the Company shareholders on May 16, 2019, 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) 4,800,000 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 increase the Aggregate Share Limit by 1,400,000 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;
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:
1.
Section 4.01(a)(i) of the 2018 Equity Plan is hereby deleted in its entirety and replaced with the following:

“6,200,000 Shares; plus”
2.
Section 4.01(d) of the 2018 Equity Plan is hereby deleted in its entirety and replaced with the following:

“(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 6,200,000 Shares.”

3.
Except as provided herein, no other provision of the 2018 Equity Plan shall be amended or modified by this Amendment No. 2 and the 2018 Equity Plan shall remain in full force and effect.