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):

October 19, 2017

FLIR Systems, Inc.

(Exact name of registrant as specified in its charter)

Oregon (State or other jurisdiction of incorporation)	0-21918 (Commission File Number)	93-0708501 (IRS Employer Identification No.)
27700 SW Parkway Avenue Wilsonville, Oregon (Address of Principal Executive Offices)		97070 (Zip Code)

503-498-3547

(Registrant’s telephone number, including area code)

 (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 (see General Instruction A.2. below):

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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

                                         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 October 19, 2017, the Board of Directors (the “Board”) of FLIR Systems, Inc. (the “Company”) approved an increase in the size of the Board by one director, from ten to eleven directors, and appointed Robert S. Tyrer, 60, to fill the resulting vacancy.

Mr. Tyrer is currently the co-president of The Cohen Group, a business advisory firm providing strategic advice and assistance in business development, regulatory affairs, deal sourcing, and capital raising activities, a position he has held since 2001. Previously, he served as the Chief of Staff to the United States Secretary of Defense William Cohen from 1997-2001, where he provided strategic advice on all aspects of national security and acted as the primary liaison between the Department of Defense and Congress, the White House, other Federal agencies and private industry. Prior to entering the Pentagon, Mr. Tyrer served 21 years on Capitol Hill in a variety of congressional staff roles, including Chief of Staff to then-Senator William Cohen of Maine from 1989-1996 and campaign manager for U.S. Senator Susan Collins in her successful 1996 U.S. Senate campaign.

Mr. Tyrer is a graduate of the University of Maine and a member of the Advisory Board of the University of Maine's School of Policy and International Affairs. He is a Senior Adviser at the Center for Strategic and International Studies in Washington, DC. He served as a member of the board of directors of EDO Corporation, a military and commercial products and professional services company, for four years until the company was purchased by ITT Corporation in 2007. Mr. Tyrer also served on the Board of Directors of Clean Air Power, a publicly-traded company based in the United Kingdom, from 2014 until it was acquired in 2015. He is also a member of the Advisory Board of the Public Diplomacy Collaborative at the John F. Kennedy School of Government at Harvard University.

As a member of the Company’s Board, Mr. Tyrer will receive the Company’s standard compensation for non-employee directors. The Company previously disclosed the standard arrangements for non-employee directors in its definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission (the “SEC”) on March 10, 2017.

The Board has determined that Mr. Tyrer is independent in accordance with the relevant rules and regulations of the SEC and listing standards of NASDAQ. There is no arrangement or understanding between Mr. Tyrer and any other persons pursuant to which Mr. Tyrer was selected as a director. There are no family relationships between Mr. Tyrer and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company within the meaning of Item 401(d) of Regulation S-K under the U.S. Securities Act of 1933 (“Regulation S-K”). Since the beginning of the Company’s last fiscal year and except as described above, the Company has not engaged in any transaction in which Mr. Tyrer had a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K.

Item 7.01     REGULATION FD DISCLOSURE

On October 24, 2017, the Company issued a press release announcing Mr. Tyrer’s appointment to the Company’s Board of Directors. A copy of the Company’s press release is attached hereto as Exhibit 99.1.

The information set forth under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.     FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

99.1    Press Release of FLIR Systems, Inc. dated October 24, 2017.

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.

	FLIR SYSTEMS, INC.
Date: October 24, 2017	By:	/s/ Todd M. DuChene
		Todd M. DuChene Senior Vice President, General Counsel & Secretary

EXHIBIT INDEX

Exhibit No. Description

99.1     Press Release of FLIR Systems, Inc. dated October 24, 2017. 

EX-99.1

Exhibit 99.1

FLIR Systems Announces Election of Robert S. Tyrer to Board of Directors

WILSONVILLE, Ore., October 24, 2017— FLIR Systems, Inc. (NASDAQ: FLIR) today announced that on October 19, 2017 Robert S. Tyrer was elected to its Board of Directors. The addition of Mr. Tyrer increases FLIR Systems’ Board of Directors to 11 members.

Since 2001, Mr. Tyrer has been the Co-President of The Cohen Group, a business advisory firm providing strategic advice and assistance in business development, regulatory affairs, deal sourcing, and capital raising activities. Prior to joining The Cohen Group, he served as the Chief of Staff to U.S. Secretary of Defense William Cohen from 1997 to 2001, where he provided strategic advice on all aspects of national security policy and acted as the primary liaison between the Department of Defense and Congress, the White House, other federal agencies, and private industry. Previously, Mr. Tyrer served 21 years on Capitol Hill, including as Chief of Staff to Senator William Cohen from 1989 to 1996 and Campaign Manager for U.S. Senator Susan Collins in her successful 1996 U.S. Senate campaign.

Mr. Tyrer is a graduate of the University of Maine and a member of the Advisory Board of the University of Maine’s School of Policy and International Affairs. He is a Senior Advisor at the Center for Strategic and International Studies in Washington and is also a member of the Advisory Board of the Public Diplomacy Collaborative at the John F. Kennedy School of Government at Harvard University. Mr. Tyrer served as a member of the Board of Directors of EDO Corporation, a military and commercial products and professional services company from 2003 to 2007, where he was a Member of the Audit, Compensation, and Management Development Committees. He also served on the Board of Directors of Clean Air Power Limited, a publicly-traded sustainable energy company based in the United Kingdom from 2014 until the company was acquired in 2015.

“I’m very proud to welcome Bob Tyrer to FLIR’s Board of Directors,” said Earl Lewis, Chairman of the Board of FLIR Systems. “Bob’s depth of experience in public policy, regulatory affairs, and national defense will be very relevant to FLIR in the growth of our business. I expect Bob to be an invaluable resource to FLIR.”

About FLIR Systems, Inc.

Founded in 1978 and headquartered in Wilsonville, Oregon, FLIR Systems is a world-leading maker of sensor systems that enhance perception and heighten awareness, helping to save lives, improve productivity, and protect the environment. Through its nearly 3,500 employees, FLIR’s vision is to be “The World’s Sixth Sense” by leveraging thermal imaging and adjacent technologies to provide innovative, intelligent solutions for security and surveillance, environmental and condition monitoring, outdoor recreation, machine vision, navigation, and advanced threat detection. For more information, please visit www.flir.com and follow @flir.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may contain words such as “anticipates,” “estimates,” “expects,” “intends,” and “believes” and similar words and expressions and include the assumptions that underlie such statements. Such statements are based on current expectations, estimates, and projections based, in part, on potentially inaccurate assumptions made by management. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Therefore,

Exhibit 99.1

actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors. Such forward-looking statements speak only as of the date on which they are made and FLIR does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release, or for changes made to this document by wire services or Internet service providers.

Media Contact

Tim McDowd

503-498-3146

tim.mcdowd@flir.com

Investor Relations

Shane Harrison

503-498-3547

shane.harrison@flir.com

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