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):

May 20, 2021

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)

———————————————————————————————— 

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

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol	Name of exchange on which registered
Common Shares, without par value	IVC	New York Stock Exchange

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.

On May 20, 2021, Invacare Corporation (the “Company”) held its 2021 Annual Meeting of Shareholders (the “2021 Annual Meeting”), where the Company’s shareholders approved Amendment No. 3 (the “Plan Amendment”) to the Invacare Corporation 2018 Equity Compensation Plan (the “2018 Equity Plan”), which increased the number of Company common shares authorized and reserved for issuance under the 2018 Equity Plan by 2,500,000 shares. The material terms of the Plan Amendment and the 2018 Equity Plan are summarized in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 5, 2021.

The description of the Plan Amendment as contained herein is qualified in its entirety by reference to the full text of the Amendment, a copy of 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.

Item 5.07.    Submission of Matters to a Vote of Security Holders.

On May 20, 2021, the Company held its 2021 Annual Meeting, at which the Company’s shareholders acted on proposals to: (1) elect ten directors to a one-year term that will expire at the annual meeting of shareholders in 2022; (2) approve and adopt Amendment No. 3 to the Invacare Corporation 2018 Equity Compensation Plan; (3) ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s 2021 fiscal year; and (4) approve, on an advisory basis, the compensation of the Company’s named executive officers.

Each of the following nominees was elected to the board of directors for a one-year term of office expiring at the annual meeting of shareholders in 2022 with respective votes as follows:

Nominees	For	Withheld	Broker Non-Votes
Susan H. Alexander	27,812,338	222,372	4,304,723
Julie A. Beck	27,730,221	304,489	4,304,723
Petra Danielsohn-Weil, PhD	27,675,528	359,182	4,304,723
Stephanie L. Fehr	27,777,052	257,658	4,304,723
Diana S. Ferguson	27,253,284	781,426	4,304,723
Marc M. Gibeley	27,675,833	358,877	4,304,723
C. Martin Harris, M.D.	21,359,860	6,674,850	4,304,723
Matthew E. Monaghan	27,714,697	320,013	4,304,723
Clifford D. Nastas	27,750,243	284,467	4,304,723
Baiju R. Shah	22,894,300	5,140,410	4,304,723

The proposal to approve and adopt Amendment No. 3 to the Invacare Corporation 2018 Equity Compensation Plan was approved with 26,171,203 votes for, 1,772,053 votes against, 91,454 votes abstained and 4,304,723 broker non-votes.

The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s 2021 fiscal year was approved with 31,996,394 votes for, 328,180 votes against and 14,859 votes abstained. There were no broker non-votes with respect to this proposal.

The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers was not approved with 9,581,811 votes for, 17,445,938 votes against, 1,006,961 votes abstained and 4,304,723 broker non-votes.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.
Exhibit Number	Description of Exhibit
10.1	Amendment No. 3 to Invacare Corporation 2018 Equity Compensation Plan.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: May 21, 2021	By:	/s/ Anthony C. LaPlaca
	Name:	Anthony C. LaPlaca
	Title:	Senior Vice President, General Counsel, Chief Administrative Officer and Secretary

Exhibit Index

Exhibit Number	Description of Exhibit
10.1	Amendment No. 3 to Invacare Corporation 2018 Equity Compensation Plan.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

EX-10.1

Exhibit 10.1

Amendment No. 3 to the

Invacare Corporation 2018 Equity Compensation Plan

This Amendment No. 3 (this “Amendment”) to the Invacare Corporation 2018 Equity Compensation Plan, as amended (the “2018 Equity Plan”) is hereby adopted and approved by the Board of Directors of Invacare Corporation (the “Board”) as of March 25, 2021, subject to the approval of the shareholders of Invacare Corporation. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the 2018 Equity Plan.

WHEREAS, Invacare Corporation (the “Company”) adopted the 2018 Equity Plan, approved by the Company’s shareholders on May 17, 2018, which was subsequently amended by Amendment No. 1 to the 2018 Equity Plan, approved by the Company shareholders on May 16, 2019, and Amendment No 2., approved by the Company shareholders on May 21, 2020, under which the maximum number of Shares cumulatively available for issuance under the 2018 Plan (referred to in the 2018 Equity Plan as the “Aggregate Share Limit”) is the sum of: (i) 6,200,000 Shares; plus (ii) any shares available for issuance under the 2013 Equity Plan at the time of approval of the 2018 Equity Plan by the Company’s shareholders; and (iii) any Shares covered by an award under the 2018 Equity Plan, the 2013 Equity Plan or the 2003 Equity Plan that are forfeited or remain unpurchased or undistributed upon termination or expiration of the award;

WHEREAS, based on the recommendation of the Compensation and Management Development Committee of the Board (the “Compensation Committee”), the Board has determined that it is desirable to increase the Aggregate Share Limit by 2,500,000 Shares in order to allow more Shares to be available for issuance under the 2018 Equity Plan pursuant to awards thereunder, and increase the related limit on the total number of Shares issuable upon the exercise of Incentive Stock Options by the same amount;

WHEREAS, Article XII of the 2018 Equity Plan provides that the Board may amend the 2018 Equity Plan, subject to shareholder approval when any proposed amendment is subject to the approval of shareholders under applicable law, rules or regulations; and

WHEREAS, under New York Stock Exchange requirements, shareholders must approve the recommended increase to the Aggregate Share Limit.

NOW, THEREFORE, the Board hereby adopts and approves the following amendments to the 2018 Equity Plan, subject to shareholder approval and effective upon the receipt of such shareholder approval:

1.Section 4.01(a)(i) of the 2018 Equity Plan is hereby deleted in its entirety and replaced with the following:

“8,700,000 Shares; plus”

2.Section 4.01(d) of the 2018 Equity Plan is hereby deleted in its entirety and replaced with the following:

“(d) Subject to adjustment pursuant to Section 4.06 hereof, the total number of Shares actually issued or transferred by the Company upon the exercise of Incentive Stock Options will not exceed 8,700,000 Shares.”

3.    Section 13.02 of the 2018 Equity Plan is hereby deleted in its entirety and replaced with the following:

"Section 13.02 Withholding Arrangements. The Committee, in its sole discretion an pursuant to such procedures as it may specify from time to time, including in an Award Agreement, may permit a Participant to satisfy such tax withholding obligation, in whole or in part, by (i) electing to have the Company withhold otherwise deliverable Shares (except in the case of exercises of Incentive Stock Options), or (ii) delivering to the Company Shares then owned by the Participant having a Fair Market Value equal to the amount required to be withheld. the number of Shares which may be so withheld or surrendered shall be limited to the number of Shares that have a fair

market value on the date of withholding or repurchase no greater than the aggregate amount of such liabilities based on the maximum statutory withholding rates in such Participant's applicable jurisdictions for U.S. federal, state, local and non-U.S. income tax and payroll tax purposes that are applicable to such taxable income (or such other rate as may be required to avoid adverse accounting consequences). The Fair Market Value of the Shares to be withheld or delivered shall be determined as of the date that the taxes are required to be withheld."

4.    Except as provided herein, no other provision of the 2018 Equity Plan shall be amended or modified by this Amendment No. 3 and the 2018 Equity Plan shall remain in full force and effect.

XML

Cover	May 20, 2021
Document Information [Line Items]
Document Type	8-K
Document Period End Date	May 20, 2021
Entity Registrant Name	INVACARE CORPORATION
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000742112
Amendment Flag	false
Entity Information [Line Items]
Entity Incorporation, State or Country Code	OH
Entity File Number	001-15103
Entity Tax Identification Number	95-2680965
City Area Code	440
Local Phone Number	329-6000
Entity Addresses [Line Items]
Entity Address, Address Line One	One Invacare Way
Entity Address, City or Town	Elyria
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44035
Entity Listings [Line Items]
Title of 12(b) Security	Common Shares, without par value
Trading Symbol	IVC
Security Exchange Name	NYSE