UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective July 28, 2020, the Board of Directors (“Board”) of Meridian Bioscience, Inc. (“Meridian” or the “Company”) elected Anthony P. Bihl III to the Board to serve as a director effective immediately until the next annual meeting of shareholders.
Mr. Bihl had been Chief Executive Officer and a member of the board of managers of Bioventus, LLC, a company that develops, manufactures and sells products that promote active orthopedic healing, from December 2013 to April 2020. From June 2011 through June 2012, he was Group President American Medical Systems, or AMS, a subsidiary of Endo Pharmaceuticals. Mr. Bihl was President, Chief Executive Officer and a director of AMS from April 2008 until Endo acquired AMS in June 2011. He served as Chief Executive Officer of the Diagnostics Division of Siemens Medical Solutions from January to November 2007, and as President of the Diagnostics Division of Bayer HealthCare from 2004 through 2006. Prior to that, Mr. Bihl served in a number of operations and finance roles at Bayer HealthCare and for over 20 years at E.I. DuPont.
Mr. Bihl is a director and chairman of the board of Spectral Medical, Inc. (TSX: EDTXF), a Canadian company that develops products for the diagnosis and treatment of severe sepsis and septic shock. Mr. Bihl served as a member of the Board of Directors of Nuvectra Corporation (OTC: NVTRQ) from March 2016 to May 2020. Prior to March 2016 Mr. Bihl served on the Board of Directors of Integer Holdings Corporation (NYSE: ITGR) before it spun off Nuvectra. The Board believes that Mr. Bihl is well qualified to serve on Meridian’s Board due to his 30 years of experience in the medical device industry in operations, finance and general management roles.
The Board has determined that Mr. Bihl is an independent director in accordance with guidelines that the Company has adopted, which comply with the listing standards set forth by the Nasdaq Stock Market. There is no arrangement or understanding between Mr. Bihl and any other person pursuant to which he was elected. There are no transactions in which he has an interest requiring disclosure under Item 404(a) of Regulation S-K. Pursuant to its 2012 Stock Incentive Plan, on July 28, 2020 the Company granted Mr. Bihl options to purchase 40,000 shares of common stock and 20,000 restricted share units. Mr. Bihl will participate in the compensation arrangements for non-employee directors of the Company as described under the heading “Director Compensation” on page 30 in the Company’s proxy statement filed with the SEC on December 18, 2019.
The press release issued by the Company on July 28, 2020 related to Mr. Bihl’s election is furnished herewith as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 99.1 | Press Release dated July 28, 2020 | |
| 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.
| MERIDIAN BIOSCIENCE, INC. | ||||||
| Date: July 28, 2020 | By: | /s/ Bryan T. Baldasare | ||||
| Executive Vice President and Chief Financial Officer | ||||||
| (Principal Financial and Accounting Officer) | ||||||
