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: May 24, 2016
(Date of earliest event reported)
Atrion Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 0-10763 | 63-0821819 |
| (State or other jurisdiction | (Commission File | (I. R. S. Employer |
| of incorporation or organization) | Number) | Identification No.) |
| One Allentown Parkway | ||
| Allen, Texas | 75002 | |
| (Address of principal executive offices) | (Zip Code) |
(972) 390-9800
(Registrant's telephone number, including area code)
Not Applicable
(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 1.01. | Entry into a Material Definitive Agreement. |
Atrion Corporation (the "Registrant") and Emile A Battat, the Registrant's Chairman, entered into a Second Amendment to Amended and Restated Employment Agreement, dated as of May 24, 2016 (the “Second Amendment”). The Second Amendment: (1) extends the term of Mr. Battat’s employment with the Registrant until December 31, 2021, which term is to be automatically renewed for additional one year terms unless either party delivers written notice of termination to the other party at least 30 days prior to the end of the applicable term; and (2) provides that Mr. Battat’s base salary starting January 1, 2017 will continue to be $600,000 per year. The foregoing summary of the Second Amendment is qualified in its entirety by the Second Amendment, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by this reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 24, 2016, the Registrant held its 2016 annual meeting of stockholders. Stockholders voted on the matters below.
1. The nominees listed below were elected to serve as directors until the 2019 annual meeting of stockholders and until their successors are duly elected and qualified, based on the following votes:
| Director | Votes For | Votes Withheld | Broker Non-Votes |
| Roger F. Stebbing | 1,345,084 | 102,858 | 255,812 |
| John P. Stupp, Jr. | 1,347,268 | 100,674 | 255,812 |
2. The Registrant’s stockholders ratified the appointment of Grant Thornton LLP as the Registrant’s independent registered public accounting firm for the year ending December 31, 2016, based on the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 1,671,405 | 27,889 | 4,460 | 0 |
3. The Registrant’s stockholders approved, on an advisory basis, the compensation of the Registrant's executive officers, based on the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 1,419,904 | 19,704 | 8,334 | 255,812 |
| Item 9.01. | Financial Statements and Exhibits. |
( d) Exhibits
10.1 Second Amendment to Amended and Restated Employment Agreement
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 hereunto duly authorized.
| ATRION CORPORATION | ||
| Date: May 25, 2016 | By: | /s/ Jeffery Strickland |
|
Jeffery Strickland
Vice President and Chief Financial Officer, Secretary and Treasurer |
||
Exhibit Index
| Exhibit No. | Description | |
| 10.1 | Second Amendment to Amended and Restated Employment Agreement |
Exhibit 10.1
SECOND AMENDMENT TO AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Second Amendment”) is entered into as of the 24th day of May, 2016 by and between Atrion Corporation, a Delaware corporation (the “Company”), and Emile A Battat (the “Executive”).
W I T N E S S E T H :
WHEREAS, the Company and the Executive are currently parties to an Amended and Restated Employment Agreement dated as of the August 7, 2006 (the "Amended and Restated Employment Agreement") that was amended by a First Amendment to Amended and Restated Employment Agreement dated as of May 26, 2011 (the "First Amendment," and the Amended and Restated Employment Agreement as amended by the First Amendment being herein referred to as the “Employment Agreement”) pursuant to which the Executive is employed by the Company until December 31, 2016; and
WHEREAS, the Company and the Executive desire to extend the term of the Executive's employment by the Company until December 31, 2021 and to modify certain provisions of the Employment Agreement.
NOW, THEREFORE, in consideration of the foregoing, the mutual provisions contained herein, and for other good and valuable consideration, the parties hereto agree as follows:
1. CAPITALIZED TERMS. Capitalized terms used but not defined herein shall have the meaning ascribed thereto in the Employment Agreement.
2. AMENDMENT TO SECTION 2 OF THE EMPLOYMENT AGREEMENT. Section 2 of the Employment Agreement is deleted in its entirety and the following is substituted in lieu and instead thereof.
2. TERM. The term of the Executive's employment under this Agreement was initially for a period of five (5) years from the Commencement Date (the “Initial Term”) and was extended for an additional five (5) years (the "First Renewal Term") pursuant to the First Amendment to Amended and Restated Employment Agreement dated as of May 26, 2011. The parties hereby agree to extend the term for an additional five (5) years beginning January 1, 2017 (the "Second Renewal Term"). The term of the Executive's employment under this Agreement shall be automatically renewed for additional one (1) year terms (each referred to as an “Additional Term”) at the end of the Second Renewal Term and at the end of each Additional Term, as the case may be, unless either party delivers written notice of termination to the other at least thirty (30) days prior to the end of the Second Renewal Term or Additional Term, as the case may be. The Initial Term, the First Renewal Term, the Second Renewal Term and the Additional Terms together constitute the "Employment Term."
3. AMENDMENT TO SECTION 3(a) OF THE EMPLOYMENT AGREEMENT. The first sentence of Section 3(a) of the Employment Agreement is deleted in its entirety and the following is substituted in lieu and instead thereof:
The Company shall pay the Executive a base salary (the "Base Salary") of Six Hundred Thousand and No/100 Dollars ($600,000.00) for each calendar year in the First Renewal Term and in the Second Renewal Term.
4. LEGAL FEES. The Company shall pay the Executive's reasonable legal fees and costs associated with entering into this Second Amendment.
5. FULL FORCE AND EFFECT. Except as specifically amended herein, all other terms and conditions in the Employment Agreement shall remain unchanged and shall continue in full force and effect. From and after the date of this Second Amendment, any and all references to the Employment Agreement shall refer to the Employment Agreement as hereby amended.
6. MULTIPLE COUNTERPARTS. This Second Amendment may be executed in counterparts, each of which for all purposes is to be deemed an original, and both of which constitute, collectively, one agreement, but in making proof of this Second Amendment, it shall not be necessary to produce or account for more than one such counterpart.
IN WITNESS WHEREOF, the parties have caused this Second Amendment to be duly executed and delivered as of the date first above written.
| ATRION CORPORATION | ||
| By: | /s/ David A. Battat | |
| David A. Battat | ||
| President and Chief Executive Officer | ||
| /s/ Emile Battat | ||
| EMILE A BATTAT | ||