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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):
September 13, 2022

INVACARE CORPORATION

(Exact name of Registrant as specified in its charter)
Ohio001-1510395-2680965
(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 classTrading SymbolName of exchange on which registered
Common Shares, without par valueIVCNew 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.
In its Current Report on Form 8-K filed on August 29, 2022, Invacare Corporation (the “Company”) previously disclosed the appointment of Geoffrey P. Purtill as interim President and Chief Executive Officer of the Company and the appointment of Michael J. Merriman, Jr. as a director and non-executive Chairman of the Board of the Company. On September 13, 2022, the Company’s Compensation and Management Development Committee (the “Committee”) approved certain compensation arrangements in connection with those appointments.
For Mr. Purtill, the Committee approved compensation arrangements providing for the following:
•an initial base salary of USD $500,000 on an annualized basis;
•an annual target incentive amount under the Company’s Executive Incentive Bonus Plan equal to 75% of Mr. Purtill’s base salary; and
•an equity inducement award, granted on September 13, 2022, of 100,000 service-based restricted stock units scheduled to vest over three years in three equal annual installments, subject to the terms of the Company’s equity compensation plan and the applicable award agreement.
The Company and Mr. Purtill entered into a letter agreement, dated September 13, 2022, with respect to the foregoing arrangements, which is filed as Exhibit 10.1 hereto. The foregoing description of the letter agreement is a summary and is qualified in its entirety by reference to the full text of the letter agreement.
For Mr. Merriman, the Committee approved compensation arrangements providing for the following:
•an initial base cash fee of USD $105,000 annually, to be paid in quarterly installments, subject to Mr. Merriman’s continued service as a director;
•an additional cash fee of USD $40,000 annually, to be paid in quarterly installments, subject to Mr. Merriman’s continued service as Chairman of the Board; and
•an equity inducement award, granted on September 13, 2022, of 154,852 service-based restricted stock units scheduled to vest on November 15, 2023, subject to the terms of the Company's equity compensation plan and the applicable award agreement.

Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits.
Exhibit NumberDescription of Exhibit
Letter agreement, dated September 13, 2022, between Invacare Corporation and Geoffrey P. Purtill.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).


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: September 15, 2022By:/s/ Anthony C. LaPlaca
Name:Anthony C. LaPlaca
Title:Senior Vice President, General Counsel,
Chief Administrative Officer and Secretary



Exhibit Index

Exhibit NumberDescription of Exhibit
Letter agreement, dated September 13, 2022, between Invacare Corporation and Geoffrey P. Purtill.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).

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PERSONAL AND CONFIDENTIAL

September 13, 2022

Mr. Geoffrey P. Purtill
Neumattstrasse 10
Reinach BL
4153 Switzerland

Dear Geoff:

On behalf of the Board of Directors (the “Board”) of Invacare Corporation (“Invacare” or “Company”), I am pleased to confirm your appointment by the Board to the position of Interim President and Chief Executive Officer (“Interim CEO”), reporting directly to the Board. The effective date of this appointment is August 28, 2022 (the “Effective Date”).

The following represents the general terms and conditions of your appointment as Interim CEO and modifies and amends the terms of your Existing Employment Agreement (as defined below) only as and to the extent expressly set forth herein:

COMPENSATION

Salary – Your base salary rate for the period during which you serve in the position of Interim CEO will be USD $500,000 on an annualized basis, beginning as of September 1, 2022. This annualized rate is established for convenience purposes only and is not intended to be construed as a contract or promise of employment for any fixed period of time. Your salary will be payable in the equivalent amount of Swiss Francs (CHF; gross; less statutory and contractual deductions and, where applicable, tax at source) in accordance with the Amended and Restated Employment Agreement between you and Invacare International GmbH dated as of January 31, 2022 (“Existing Employment Agreement”). During the period in which you serve in the position of Interim CEO, this base salary will replace and supersede your gross base salary under the Existing Employment Agreement.

Annual Bonus – You will continue to participate in the Executive Incentive Bonus Plan (the “Plan”), and your target bonus opportunity will be 75% of your base annual salary for the portions of the applicable Plan year during which you serve as Interim CEO. Your total annual target bonus opportunity will be determined pro rata based on the respective times of service, base annual salary rates and target bonus opportunity percentages for the portions of the applicable Plan year during which you served in the role of Interim CEO and in the role of Senior Vice President/GM of EMEA & APAC or other position. Payment of any bonus will be subject to achievement of the Annual Bonus targets established by, and the determination and certification of, the Compensation and Management Development Committee (the “Compensation Committee”). Any bonus earned under the terms of the Plan for 2022 will be prorated as described above and be payable in 2023 at the time any

INVACARE CORPORATION

One Invacare Way, Elyria, Ohio 44035 USA
440-329-6000 www.invacare.com
Geoffrey P. Purtill
September 13, 2022
Page 2 of 3
similar 2022 Plan year payments are made to other executives and be subject to the applicable Plan rules.

Initial Equity Grant – You will be granted an initial award of 100,000 restricted shares, subject to approval of the Compensation Committee. The restricted shares will vest ratably over three years on November 15, 2023, 2024 and 2025, will be taxable under the employment laws in your country of residence, and will be subject to the terms of the Company’s 2018 Equity Compensation Plan and the applicable award agreement.

OTHER MATTERS

Work Arrangements – As Interim CEO, you will be provided an office in the Elyria, Ohio, global headquarters of Invacare. You will also maintain your office and principal place of work at the EMEA HQ office in Switzerland. You will maintain your residence in Switzerland and be expected to travel between Europe and the United States from time to time, as warranted to discharge the duties of your role as the Interim CEO. Travel must adhere to Invacare’s Travel Policy Guidelines.

Employment Agreement. You will remain on the payroll of Invacare International GmbH and receive the employee benefits as described in the Existing Employment Agreement, except to the extent expressly modified and amended by the terms of this letter agreement. Accordingly, the Existing Employment Agreement shall remain in full force and effect, except as amended by the terms of this letter agreement.

Severance Benefit / Notice Period. In the event the Company terminates your employment for any reason other than “for cause” as defined in the Existing Employment Agreement, whether during your service as Interim CEO or otherwise, any notice pay, severance pay or other termination benefits to which you may be entitled as a result of such termination will be calculated based upon the base salary set forth in Section 5 of the Existing Employment Agreement.

The Board will discuss with you at a later time any additional potential elements and / or benefits of your appointment, such as potential relocation, and, if agreed upon, the Existing Employment Agreement may be further amended or modified, if required, to address any such further discussions.


Geoff, we are excited about having you step up to serve as Interim CEO of Invacare! Please sign and date a copy of this letter to indicate your understanding and agreement to these terms and return it to me. If there are any questions regarding this letter agreement, please contact me.

Sincerely,

/s/ Michael J. Merriman, Jr.

Michael J. Merriman, Jr.
Chairman of the Board

CC: Marc Gibeley, Chair of Compesnation Committee



Geoffrey P. Purtill
September 13, 2022
Page 3 of 3
To acknowledge acceptance of, and agreement with, the terms and conditions for the position of Interim President and Chief Executive Officer, please sign below and return a copy of this letter agreement to Invacare.


/s/ Geoffrey P. Purtill                            9/13/2022
______________________                    __________________
GEOFFREY P. PURTILL                              Date