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, 2018

INVACARE CORPORATION

(Exact name of Registrant as specified in its charter)

Ohio	001-15103	95-2680965
(State or other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

One Invacare Way, Elyria, Ohio 44035

(Address of principal executive offices, including zip code)

(440) 329-6000

(Registrant’s telephone number, including area code)

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(Former name, former address and former fiscal year, if changed since last report)

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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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.

Chief Financial Officer

On February 22, 2018, Kathleen P. Leneghan was appointed as the Senior Vice President and Chief Financial Officer of Invacare Corporation (the “Company”), effective immediately, after serving as interim Chief Financial Officer of the Company since November 26, 2017. The disclosure regarding Ms. Leneghan included in Item 5.02 of the Current Report on Form 8-K filed by the Company on November 2, 2017 is incorporated herein by reference.

In connection with her appointment as Senior Vice President and Chief Financial Officer, on February 20, 2018, Ms. Leneghan and the Company entered into an employment letter agreement (the “Letter Agreement”). The Letter Agreement provides Ms. Leneghan with an initial base salary of $395,000 per year, beginning on February 15, 2018. The Letter Agreement also provides that Ms. Leneghan will participate in the Company’s Executive Incentive Bonus Plan with an initial, annual bonus target opportunity of 65% of her annual base salary effective March 1, 2018, and participate in the Company’s Long Term Incentive Plan, with an initial equity grant on February 22, 2018 of 7,500 shares of restricted stock under the Company’s 2013 Equity Compensation Plan. Ms. Leneghan also will be eligible to continue to participate on the same basis as other senior executive employees in the Company’s comprehensive benefits program, the Invacare Retirement Savings Plan, and the Company’s Deferred Compensation Plus Plan. Ms. Leneghan also will continue to participate in the Company’s executive health management program.

Under the Letter Agreement, in the event the Company terminates Ms. Leneghan’s employment without “cause”, she will be entitled to a severance benefit in an amount equal to twelve months of her base salary and, for the year in which her employment ceases, she will be eligible for a bonus, pro-rated based on her employment period for the year, if and to the extent an annual bonus would have been earned for the year had she remained employed by the Company. Additionally, upon such termination, the Company would provide Ms. Leneghan with executive outplacement services and continue to reimburse Ms. Leneghan for her COBRA health insurance premiums during the first six months of her separation, or until she finds other employment, whichever comes first.

The foregoing description of the Letter Agreement is a summary and is qualified in its entirety by reference to the full text of the Letter Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated by reference into this Item 5.02.

In addition to the Letter Agreement, Ms. Leneghan and the Company also entered into: (i) the Company’s customary form of change of control agreement, which supersedes the prior change of control agreement she and the Company had entered into, and (ii) the Company’s standard form of technical information and non-competition agreement, under which Ms. Leneghan will agree, among other things, not to compete with the Company for two years following employment, which supersedes the prior technical information and non-competition agreement she and the Company had entered into.

Board of Directors

On February 21, 2018, Michael J. Merriman informed the Board of Directors of the Company (the “Board”) of his decision to not stand for re-election as a director at the Company’s 2018 annual meeting of shareholders, at which time his term as a director will expire. Mr. Merriman’s decision to not stand for re-election to the Board is due to his other personal and professional obligations and not due to any disagreement with the Company. The Company’s Nominating and Governance Committee intends to engage an executive recruiting firm to assist it in identifying and evaluating other potential director candidates, in the event that the Board should determine to nominate a candidate to replace Mr. Merriman.

Item 7.01.    Regulation FD Disclosure.

On February 22, 2018, the Company issued a press release announcing the appointment of Kathleen Leneghan as Senior Vice President and Chief Financial Officer, and announcing an update regarding the Company’s Board of Directors. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.
Exhibit Number	Description of Exhibit
10.1	Letter Agreement, dated as of February 20, 2018, by and between the Company and Kathleen P. Leneghan.
99.1	Press Release, dated February 22, 2018.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INVACARE CORPORATION
	(Registrant)
Date: February 23, 2018	By:	/s/ Anthony C. LaPlaca
	Name:	Anthony C. LaPlaca
	Title:	Senior Vice President, General Counsel and Secretary

Exhibit Index

Exhibit Number	Description of Exhibit
10.1	Letter Agreement, dated as of February 20, 2018, by and between the Company and Kathleen P. Leneghan.
99.1	Press Release, dated February 22, 2018.

EX-10.1

Exhibit 10.1

February 20, 2018

Ms. Kathy Leneghan

Dear Kathy:

I am pleased to confirm our offer for the position of Senior Vice President and Chief Financial Officer with Invacare Corporation (the “Company” or “Invacare”), on a non-interim basis, reporting directly to me, the Company’s Chairman, President & Chief Executive Officer, subject to approval by the Board of Directors on Invacare Corporation (the “Board”).

This letter agreement summarizes the terms and conditions of your employment, subject to Board approval of your appointment:

Compensation

Salary -Your base salary for this position will be $395,000.00 when calculated on an annual basis, effective on February 16, 2018. This rate is calculated for convenience purposes only and is not intended to be construed as a contract of employment for any fixed period of time.

Annual Bonus -Your participation in the Key Management Incentive Plan will continue and your target bonus percentage will be increased to 65% effective March 1, 2018. Payment of any 2018 bonus earned under this plan will be made in 2019.

Restricted Stock -Upon acceptance of our offer and commencement of employment, you will be eligible to receive a restricted stock grant in the amount of 7,500 shares, subject to approval of the Compensation and Management Development Committee of the Board of Invacare Corporation (the “Compensation Committee”). The restricted stock will be granted on the date of Compensation Committee authorization and will vest 100% after three years. Once granted, you will receive an Award Agreement with additional details about the restricted shares.  Subject to review and approval by the Compensation Committee, you will be eligible to receive restricted stock grants on an annual basis pursuant to the Equity Compensation Plan.

Severance Benefit -In the event that your employment is terminated by Invacare for any reason other than for cause, you will be entitled to receive a severance benefit in the amount equal to twelve months of your base salary in effect at the time of termination, and will be eligible for a bonus, pro-rated based on your employment period for the year of termination, if and to the extent that an annual bonus you would have been earned for such year had you remained employed by the Company. You also will be eligible for discounted COBRA rates for the earlier of the first six months following the termination, or until you obtain other employment, if you properly elect COBRA coverage under the Company’s group health plan(s), and will be

INVACARE CORPORATION

One Invacare Way, P. O. Box 4028, Elyria, Ohio 44036-2125 USA

440-329-6000 www.invacare.com

entitled to executive outplacement services as are customarily provided by the Company to terminated senior management employees. For purposes of this paragraph, termination by Invacare for cause shall mean termination by Invacare due to your (a) fraud, (b) embezzlement of company assets, (c) intentional violation of law, (d) violation of company policy, (e) substantial failure to perform the duties and responsibilities of your position, (f) conduct which adversely affects Invacare’s business reputation or which is otherwise contrary to the best interests of Invacare or (g) a breach of the terms of this letter agreement, your Technical Information and Non-Competition Agreement or conflict of interest documents signed by you. Your entitlement to severance benefits described in this paragraph is conditioned upon your signing a separation and release agreement in a form reasonably acceptable to Invacare. Any pro-rated bonus payment that you might become entitled to receive would be paid at the time as bonus payments are made to other senior executive officers.

Change of Control - Invacare will provide you with a new Change of Control Agreement (“CIC Agreement”) for you to review and sign. This new CIC Agreement will replace the existing change of control agreement you currently have in place.

Death Benefit Only Plan - You will continue to be a participant in the Death Benefit Only Plan, as amended, while actively employed with Invacare. Once your employment ends, for any reason, then your participation in this Plan will cease, except as otherwise expressly provided in the Plan.

Car Allowance - Your last car allowance payment will be February 15, 2018. This amount has been factored into your Salary offered in this agreement.

Technical Information & Non-Competition Agreement - You will be required to review and sign the Company’s standard Technical Information and Non-Competition Agreement as a condition of this promotion and your continued employment.

Employee Benefits - You remain eligible to participate on the same basis as the other senior executive employees in the Company’s comprehensive benefits program, the Invacare Retirement Savings Plan and the Company’s Deferred Compensation Plus Plan.

Health Management Program- You will be eligible to continue to participate in the Executive Health Management Program at the Cleveland Clinic Department of Preventative Medicine.

All other terms and conditions of your employment remain the same, except as modified or amended by this letter agreement. Congratulations on this new and exciting opportunity!

Sincerely,

/s/ Matthew E. Monaghan

Matthew E. Monaghan

Chairman, President & CEO

To acknowledge acceptance of this offer, please sign below and return a copy of this letter to me.

/s/ Kathleen P. Leneghan	February 20, 2018
Signature	Date

INVACARE CORPORATION

One Invacare Way, P. O. Box 4028, Elyria, Ohio 44036-2125 USA

440-329-6000 www.invacare.com

EX-99.1

	Exhibit 99.1
Investor Inquiries:	Lara Mahoney
	440-329-6393

INVACARE APPOINTS KATHLEEN LENEGHAN CHIEF FINANCIAL OFFICER

Company also announces update regarding its Board of Directors

ELYRIA, Ohio - (February 22, 2018) - Invacare Corporation (NYSE: IVC) today announced the appointment of Kathleen P. Leneghan as Senior Vice President and Chief Financial Officer, effective immediately. Ms. Leneghan has been in the role of interim Chief Financial Officer of the company since November 26, 2017.

“When she stepped into the interim role in November, Kathy made our CFO transition seamless. She has a wealth of knowledge about our global operations, and she is an insightful financial leader and business partner. Invacare has a good mix of new and tenured talent, and I am delighted to have those perspectives reflected in our executive team. We will all benefit from Kathy’s experience and leadership as we continue to make progress on our business transformation,” said Matthew E. Monaghan, chairman, president and chief executive officer.

“I am pleased to become CFO. Invacare is a great company with a compelling mission,” said Ms. Leneghan. “I look forward to partnering with Matt and progressing our transformation. We have a significant opportunity to demonstrate sustained clinical value and generate profitable growth, and, in turn, create long-term shareholder value. Our financial health and performance are critical to our success.”

Prior to her promotion, Ms. Leneghan was vice president and corporate controller since 2003. She has been with Invacare for 27 years, serving in various financial roles in both North America and Europe. Prior to joining Invacare, Ms. Leneghan was an audit manager with Ernst & Young LLP.

Board Member Update

Separately, Invacare also announced that Michael J. Merriman, who has been a director since 2014, will not stand for re-election as a director of the company in 2018. His term as a director will expire at the annual shareholder meeting in May. Mr. Merriman’s decision to not stand for re-election to the Board is due to his other personal and professional obligations and not due to any disagreement with the company.

“Mike has been an invaluable member of our Board of Directors. We have sincerely appreciated his guidance and financial stewardship, particularly as we worked through the beginnings of our transformation. We thank him for his commitment to Invacare and wish him well,” said Mr. Monaghan.

“Invacare has made a tremendous amount of progress during my four years on the Board of Directors. The team has a clear plan, and they have demonstrated steady improvement. During my time as chair of the audit committee, I worked closely with Kathy in her role as corporate controller, and I have full confidence she will be an outstanding CFO. I wish her, Matt, and the company the best of luck,” said Mr. Merriman.

About Invacare Corporation

Invacare Corporation (NYSE: IVC) is a leading manufacturer and distributor in its markets for medical equipment used in non-acute care settings. At its core, the company designs, manufactures and distributes medical devices that help people to move, breathe, rest and perform essential hygiene. The company provides clinically complex medical device solutions for congenital (e.g., cerebral palsy, muscular dystrophy, spina bifida), acquired (e.g., stroke, spinal cord injury, traumatic brain injury, post-acute recovery, pressure ulcers) and degenerative (e.g., ALS, multiple sclerosis, chronic obstructive pulmonary disease (COPD), elderly, bariatric) ailments. The company's products are important parts of care for people with a wide range of challenges, from those who are active and involved in work or school each day and may need additional mobility or respiratory support, to those who are cared for in residential care settings, at home and in rehabilitation centers. The company sells its products principally to home medical equipment providers with retail and e-commerce channels, residential care operators, distributors and government health services in North America, Europe and Asia/Pacific. For more information about the company and its products, visit Invacare's website at www.invacare.com.

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