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
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Securities registered pursuant to Section 12(b) of the Act:
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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 Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 February 11, 2021, the Board of Directors of ABIOMED, Inc. (the “Company”) appointed Dr. Myron L. Rolle as a Class II director, effective as of February 17, 2021. Dr. Rolle will serve for a term expiring at the Company’s 2021 annual meeting of stockholders. Dr. Rolle has been appointed to the Governance and Nominating Committee and the Regulatory and Compliance Committee of the Board of Directors. In connection with Dr. Rolle’s appointment, the size of the Company’s Board of Directors was increased to eight directors.
In connection with his service as a non-employee director, Dr. Rolle will receive compensation in accordance with the Company’s current director compensation program described in the Company’s most recently filed proxy statement with the Securities and Exchange Commission on June 30, 2020.
There are no arrangements or understandings between Dr. Rolle and any other person pursuant to which Dr. Rolle was elected as a director. There are no transactions involving Dr. Rolle requiring disclosure under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On February 17, 2021, the Company issued a press release announcing the appointment of Dr. Rolle to the Board of Directors. A copy of the press release is attached as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Description |
99.1 |
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Exhibit Index
Exhibit |
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99.1 |
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104 |
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Cover Page Interactive Data File (embedded with 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 thereunto duly authorized.
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ABIOMED, Inc. |
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By: |
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/s/ Todd A. Trapp |
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Todd A. Trapp Vice President and Chief Financial Officer (Authorized Signatory) |
Date: February 17, 2021 |
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Exhibit 99.1
ABIOMED ANNOUNCES APOINTMENT OF DR. MYRON L. ROLLE
TO BOARD OF DIRECTORS
DANVERS, Mass. — February 17, 2021 – Abiomed, Inc. (NASDAQ: ABMD) announces the appointment of Myron Rolle, MD, to the Abiomed Board of Directors, effective immediately. Dr. Rolle will serve as a member of the Governance and Nomination Committee and Regulatory and Compliance Committee of the board. With the appointment of Dr. Rolle, the board now comprises of eight active directors.
Dr. Rolle is a neurosurgeon, Rhodes scholar, and former professional football player in the National Football League. He developed and published the Rolle Scoring System, a public health rating scale used to determine a developing country’s governance around helmet safety to prevent traumatic brain injury. He has been recognized by the Congress of Neurological Surgeons for demonstrating the best operative technique in the reconstruction of upper extremity motor function using intercostal nerve transfers after a traumatic brachial plexus injury. Dr. Rolle is the chairman of the Myron L. Rolle Foundation, which provides health, wellness and education services to underserved populations in the United States and the Bahamas. He is the founder of the CARICOM Neurosurgical Initiative, a capacity-building and health system-strengthening project for improved neurosurgical care in the Caribbean.
“As someone practicing medicine today, Dr. Rolle understands the role of medical technology in improving outcomes for patients,” said Michael R. Minogue, Chairman, President and Chief Executive Officer of Abiomed. “Dr. Rolle’s experience as a Rhodes scholar, professional athlete and physician will bring unique perspective to our board. His non-profit leadership in addressing health inequities will help advance Abiomed’s initiative to partner with hospitals in inner cities to reduce health disparities.”
“Dr. Rolle’s appointment reflects Abiomed’s commitment to ensuring we have a broad mix of skills and viewpoints on the board. We look forward to benefiting from Dr. Rolle’s experience as we continue to grow the company,” said Dorothy E. Puhy, lead independent director of the Abiomed Board of Directors and former executive vice president, chief operating officer and assistant treasurer at Dana Farber Cancer Institute.
“I am excited to join the Abiomed Board of Directors and contribute to the company’s long-term growth and success. Abiomed is a company I truly believe in. Its patients first mission aligns with my professional and personal desire to make a positive impact on the lives of others,” said Dr. Rolle. “I look forward to working with Abiomed management and my fellow directors to be a valuable contributor to the board, to further improve outcomes for patients, and to help provide access to Abiomed’s life-saving technology to more people.”
Based in Danvers, Massachusetts, USA, Abiomed, Inc. is a leading provider of medical devices that provide circulatory support and oxygenation. Our products are designed to enable the heart to rest by improving blood flow and/or provide sufficient oxygenation to those in respiratory failure. For additional information, please visit: www.abiomed.com.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements. Forward-looking statements are subject to risks and uncertainties such as those described in Abiomed's periodic reports on file with the Securities and Exchange Commission. Actual results may differ materially from anticipated results.
For further information please contact:
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Investor Contact: |
Media Contact: |
Todd Trapp |
Sarah Karr |
Vice President and Chief Financial Officer |
Communications Manager |
978-646-1680 |
978-882-8211 |
ttrapp@abiomed.com |
skarr@abiomed.com |
S:OA?#
Document and Entity Information |
Feb. 11, 2021 |
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Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Feb. 11, 2021 |
Entity Registrant Name | ABIOMED, Inc. |
Entity Central Index Key | 0000815094 |
Entity Emerging Growth Company | false |
Entity File Number | 001-09585 |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 04-2743260 |
Entity Address, Address Line One | 22 Cherry Hill Drive |
Entity Address, City or Town | Danvers |
Entity Address, State or Province | MA |
Entity Address, Postal Zip Code | 01923 |
City Area Code | (978) |
Local Phone Number | 646-1400 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of each class | Common Stock, $0.01 par value |
Trading Symbol | ABMD |
Name of each exchange on which registered | NASDAQ |
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end