8-K

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 20, 2017

Cardiovascular Systems, Inc.

(Exact name of Registrant as Specified in its Charter)

Delaware	000-52082	41-1698056
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1225 Old Highway 8 NW

St. Paul, Minnesota 55112-6416

(Address of Principal Executive Offices and Zip Code)

(651) 259-1600

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 20, 2017, the Board of Directors of Cardiovascular Systems, Inc. (the “Company”) elected Martha Goldberg Aronson as a Class III director. The Board of Directors also appointed Ms. Aronson as a member of the Human Resources and Compensation Committee and the Audit, Risk Management and Finance Committee.

Ms. Aronson was not elected to the Board of Directors pursuant to any arrangement or understanding between her and any other person. Ms. Aronson has not been a party to, nor has she had a direct or indirect material interest in, any transaction with the Company during the current or preceding fiscal year. In connection with her service as a director, Ms. Aronson will participate in the Company’s Board of Directors compensation program. Accordingly, for the fiscal year ending June 30, 2017, Ms. Aronson will receive annual retainers of $40,000 and $20,000 for her Board and Committee service, respectively, and a Restricted Stock Unit (“RSU”) award with a value of $125,000, each pro-rated for the portion of fiscal 2017 for which Ms. Aronson will serve as a director. The RSU is payable in cash or shares of the Company’s common stock, at the Company’s discretion, within 30 days after the six month anniversary of the termination of Ms. Aronson’s Board membership. In addition, Ms. Aronson executed the Company’s standard Indemnification Agreement for directors.

Effective February 21, 2017, Leslie L. Trigg resigned from the Board of Directors of the Company. Ms. Trigg’s resignation was not due to a disagreement with the Company.

On February 21, 2017, the Company issued a press release announcing these changes to the Board of Directors. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press release dated February 21, 2017.

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.

Date: February 21, 2017

CARDIOVASCULAR SYSTEMS, INC.
By:	/s/ Laurence L. Betterley
	Laurence L. Betterley Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated February 21, 2017.

EX-99.1

CARDIOVASCULAR SYSTEMS ANNOUNCES HEALTHCARE VETERAN MARTHA GOLDBERG ARONSON JOINS BOARD OF DIRECTORS

Leslie Trigg Retires after Seven Years of Service.

St. Paul, Minn., Feb. 21, 2017 – Cardiovascular Systems (CSI) (NASDAQ: CSII) today announced the addition of independent board member Martha Goldberg Aronson, an experienced business executive with deep healthcare and medical industry experience. Aronson replaces director Leslie Trigg, who is retiring after seven years of service. The CSI board continues to have seven directors, six of whom are independent.

“Leslie provided thoughtful guidance and valuable counsel to our company throughout her tenure on our Board,” said Scott Ward, CSI chairman, president and chief executive officer. “Her experience and perspectives helped shape CSI’s strategy and prepared our company to be the leader in the atherectomy market. We thank Leslie for her years of service to CSI, and we are pleased to welcome Martha Goldberg Aronson to CSI.”

From 2012 to 2016, Aronson served as the executive vice president and president of Global Healthcare at Ecolab, Inc., where she was responsible for the global healthcare business with a specific focus on products and programs for infection prevention. From 2010 to 2012, she was senior vice president and president, North America, at Hill-Rom Holdings, Inc., where she oversaw all aspects of the $1 billion acute care business including sales, marketing, and service. Prior to that, Aronson worked at Medtronic, Inc. in various general management roles, both in the US and internationally, for eighteen years. She served on the executive committee as senior vice president and chief talent officer. She currently serves as a director on the boards of Conmed Corporation (NASDAQ: CNMD) and Methode Electronics (NYSE: MEI), and served as a director of Hutchinson Technology, Inc. (NASDAQ: HTCH) from 2010 to 2016. She received a Master of Business Administration from Harvard Graduate School of Business and a Bachelor of Arts in Economics from Wellesley College.

Said Ward, “Martha brings more than two decades of public company and medical technology experience. Her knowledge and experience in executive leadership roles will be invaluable as CSI serves the large and growing unmet need for treating arterial calcium.”

About Cardiovascular Systems, Inc.

Cardiovascular Systems, Inc., based in St. Paul, Minn., is a medical device company focused on developing and commercializing innovative solutions for treating vascular and coronary disease. The company’s Orbital Atherectomy Systems treat calcified and fibrotic plaque in arterial vessels throughout the leg and heart in a few minutes of treatment time, and address many of the limitations associated with existing surgical, catheter and pharmacological treatment alternatives. The U.S. FDA granted the first 510(k) clearance for the use of the Orbital Atherectomy System in peripheral arteries in August 2007. In October 2013, the company received FDA approval for the Coronary Orbital Atherectomy System. To date, over 290,000 of CSI’s devices have been sold to leading institutions across the United States. For more information, visit the company’s website at www.csi360.com.

Contacts:

Cardiovascular Systems, Inc. Jack Nielsen (651) 202-4919 j.nielsen@csi360.com PadillaCRT Matt Sullivan (612) 455-1709 matt.sullivan@padillacrt.com