8-K 1 hrc8-kmay72019.htm 8-K Document


 

 
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 7, 2019

HILL-ROM HOLDINGS, INC.
(Exact name of registrant as specified in its charter)


Indiana
(State or other jurisdiction of
incorporation)
1-6651
(Commission File Number)
35-1160484
(IRS Employer Identification No.)
 
130 East Randolph Street
Suite 1000
Chicago, IL
(Address of principal executive
offices)
 
60601
(Zip Code)
(312) 819-7200
(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))

☐ Emerging growth company (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.b-2 of this chapter).

☐ If an emerging growth company, indicate by check mark of 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 7, 2019, the Board of Directors (the “Board”) of Hill-Rom Holdings, Inc. (the “Company”) increased the size of the Board from 9 to 10 members and appointed Dr. Gregory J. Moore MD, PhD, to serve as director on the Board. The Board also appointed Dr. Moore a member of the Compensation and Management Development Committee. These actions were effective May 7, 2019.

In accordance with the Company’s non-employee director compensation program, as described in the Company’s proxy statement for its 2019 Annual Meeting of Shareholders under the caption “Director Compensation,” Dr. Moore is entitled to cash and equity compensation for service on the Board and the Compensation and Management Development Committee. There are no arrangements or understandings between Dr. Moore and any other persons pursuant to which Dr. Moore was named as a director. There are no transactions or relationships between the Company and Dr. Moore that are reportable under Item 404(a) of Regulation S-K.


Item 7.01.    REGULATION FD DISCLOSURE.

On May 7, 2019, the Company announced the appointment of Dr. Moore to the Board. A copy of the press release is furnished and attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of
Section 18 of the Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.


Item 9.01.
FINANCIAL STATEMENTS AND EXHIBITS.

(d)
Exhibits.

Press Release of Hill-Rom Holdings, Inc. dated May 7, 2019







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.


 
 
 
HILL-ROM HOLDINGS, INC.
 
 
 
(Registrant)
 
 
 
 
DATE:  May 7, 2019
By:
 
/s/ Deborah M. Rasin
 
 
 
 
 
Name:
Title:

 
Deborah M. Rasin
Senior Vice President
Chief Legal Officer and Secretary