UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934.
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5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) At the annual meeting of stockholders of Atrion Corporation (the “Company”) held on May 21, 2021, the stockholders of the Company approved the Atrion Corporation 2021 Equity Incentive Plan (the “2021 Equity Incentive Plan”) in accordance with the voting results set forth below under Item 5.07.
The 2021 Equity Incentive Plan provides that 100,000 shares of the Company’s common stock may be issued pursuant to awards under the 2021 Equity Incentive Plan. The 2021 Equity Incentive Plan authorizes awards in the form of stock options, restricted common stock, restricted and deferred stock units, performance awards, dividend equivalents, and other stock-based awards. The Company will not grant any further awards under the Amended and Restated Atrion Corporation 2006 Equity Incentive Plan.
For a summary of the 2021 Equity Incentive Plan, see Item 2, “Approval of 2021 Equity Incentive Plan,” of the Company’s definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 7, 2021 (the “Proxy Statement”), which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the 2021 Equity Incentive Plan was attached as Appendix A to the Proxy Statement and is included as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference. The summary of the 2021 Equity Incentive Plan included in Item 2 of the Proxy Statement and the summary of the 2021 Equity Incentive Plan set forth herein do not purport to be complete and are qualified in their entirety by reference to the full text of the 2021 Equity Incentive Plan.
5.07 Submission of Matters to a Vote of Security Holders.
On May 21, 2021, the Company held its 2021 annual meeting of stockholders. Stockholders voted on the matters below.
1. Election of Directors. The nominees listed below were elected to serve as directors until the 2024 annual meeting of stockholders and until their successors are duly elected and qualified, based on the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||
| Preston G. Athey | 1,088,333 | 443,270 | 5,956 | 165,090 | ||||
| Hugh J. Morgan, Jr. | 1,297,946 | 234,316 | 5,297 | 165,090 |
2. Approval of 2021 Equity Incentive Plan: The Company’s stockholders approved the Atrion Corporation 2021 Equity Incentive Plan, based on the following votes:
| Votes For | 1,497,490 |
| Votes Against | 38,624 |
| Abstentions | 1,445 |
| Broker Non-Votes | 165,090 |
3. Ratification of Appointment of Independent Registered Public Accounting Firm. The Company’s stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021, based on the following votes:
| Votes For | 1,692,266 |
| Votes Against | 7,061 |
| Abstentions | 3,322 |
| Broker Non-Votes | 0 |
4. Advisory Vote to Approve Executive Officer Compensation. The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s executive officers, based on the following votes:
| Votes For | 1,492,288 |
| Votes Against | 41,298 |
| Abstentions | 3,973 |
| Broker Non-Votes | 165,090 |
9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Index
| Exhibit No. | Description |
| Exhibit 10.1 | Summary of Atrion Corporation 2021 Equity Incentive Plan effective May 21, 2021 (incorporated by reference to Item 2 of Atrion Corporation’s Definitive Proxy Statement filed on April 7, 2021). |
| Exhibit 10.2 | Atrion Corporation 2021 Equity Incentive Plan effective May 21, 2021 (incorporated by reference to Appendix A of Atrion Corporation’s Definitive Proxy Statement filed on April 7, 2021). |
| Exhibit 104 | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL. |
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, 2021 | By: | /s/ Jeffery Strickland |
| Jeffery Strickland Vice President and Chief Financial Officer, Secretary and Treasurer | ||
Cover |
May 21, 2021 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | May 21, 2021 |
| Entity File Number | 001-32982 |
| Entity Registrant Name | Atrion Corporation |
| Entity Central Index Key | 0000701288 |
| Entity Tax Identification Number | 63-0821819 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | One Allentown Parkway |
| Entity Address, City or Town | Allen |
| Entity Address, State or Province | TX |
| Entity Address, Postal Zip Code | 75002 |
| City Area Code | 972 |
| Local Phone Number | 390-9800 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common stock, par value $0.10 per share |
| Trading Symbol | ATRI |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
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