UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.
Date of Report:
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction | (Commission File | (I. R. S. Employer |
of incorporation or organization) | Number) | Identification No.) |
(Address of principal executive offices) |
(Zip Code) |
(
(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 (17CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 May 20, 2024, the Compensation Committee (the “Committee”) of the Board of Directors of the Registrant recommended an increase in the annual base salary for Cindy Ferguson, the Registrant’s Vice President and Chief Financial Officer, from $375,000 to $430,000, and the Board of Directors of the Registrant approved such annual base salary increase effective May 27, 2024. In addition, the Committee approved the grant of an equity award under the Atrion Corporation 2021 Equity Incentive Plan to David A. Battat, the Registrant’s President and Chief Executive Officer, in the form of performance-based stock units (“PSUs”) with a grant date value of $600,000.
The PSUs are subject to performance-vesting conditions based on achievement of performance goals measured over a three-year period and other terms and conditions of a Performance Stock Unit Award Agreement. The form of Performance Stock Unit Award Agreement will be filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2024.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 21, 2024, the Registrant held its 2024 annual meeting of stockholders (the “Annual Meeting”), at which stockholders approved an amendment (the “Amendment”) of the Registrant’s Certificate of Incorporation to provide for exculpation of officers as permitted by the Delaware General Corporation Law. The Amendment became effective immediately upon filing with the Secretary of State of the State of Delaware on May 21, 2024. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, stockholders voted as set forth below on t following matters:
1. Election of Directors. The nominee listed below was elected to serve as a director until the 2027 annual meeting of stockholders and until his successors is duly elected and qualified, based on the following votes:
Director | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
Preston G. Athey | 1,274,471 | 111,925 | 7,204 | 131,035 |
2. Amendment of the Registrant’s Certificate of Incorporation. The amendment of the Registrant’s Certificate of Incorporation to provide for exculpation of officers as permitted by the Delaware General Corporation Law was approved as set forth below.
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
1,151,094 | 239,399 | 3,107 | 131,035 |
3. Ratification of Appointment of Independent Registered Public Accounting Firm. 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, 2024, based on the following votes:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
1,514,937 | 5,718 | 3,980 | 0 |
4. Advisory Vote to Approve Executive Officer Compensation. 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 | |||
1,360,096 | 24,212 | 9,292 | 131,095 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed herewith:
Exhibit Index.
Exhibit Number | Description | |
3.1 | Certificate of Amendment of Certificate of Incorporation | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
ATRION CORPORATION | ||
Date: May 24, 2024 | By: | /s/ Cindy Ferguson |
Cindy Ferguson Vice President and Chief Financial Officer, Secretary, and Treasurer |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Atrion Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:
FIRST: This Certificate of Amendment (the “Certificate of Amendment”) amends the Certificate of Incorporation of Atrion Corporation (the “Certificate of Incorporation”) filed with the Secretary of State of the State of Delaware on December 30, 1996 and has been duly adopted by the Board of Directors of Atrion Corporation (the “Corporation”) at a meeting of the Board of Directors of the Corporation on February 27, 2024 and by the stockholders of the Corporation on May 21, 2024 in accordance with Section 242 of the General Corporation Law of the State of Delaware.
SECOND: The Certificate of Incorporation is hereby amended to add the following as Article XIV:
ARTICLE XIV
14.01 To the fullest extent permitted by the Delaware General Corporation Law, an officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as an officer, except for liability (i) for any breach of the officer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, (iv) for any transaction from which the officer derived any improper personal benefit, or (v) in any action by or in the right of the Corporation. If the Delaware General Corporation Law is hereafter amended to authorize, with the approval of the Corporation's stockholders, further reductions in the liability of the officers of a corporation for breach of fiduciary duty, then an officer of the Corporation shall not be liable for any such breach to the fullest extent permitted by the Delaware General Corporation Law as so amended. Any repeal or modification of the foregoing provisions of this Article XIV by the stockholders of the Corporation shall not adversely affect any right or protection of any officer of the Corporation existing at the time of such repeal or modification.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by Cindy Ferguson, Vice President and Chief Financial Officer, Secretary, and Treasurer, this 21st day of May, 2024.
ATRION CORPORATION | ||
By: | /s/ Cindy Ferguson | |
Cindy Ferguson | ||
Vice President and Chief Financial Officer, Secretary, and Treasurer |
Cover |
May 20, 2024 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | May 20, 2024 |
Current Fiscal Year End Date | --12-31 |
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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