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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 15, 2024

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Merit Medical Systems, Inc.

(Exact name of registrant as specified in its charter)

Utah

    

0-18592

    

87-0447695

(State or other jurisdiction of

(Commission

(I.R.S. Employer

incorporation or organization)

File Number)

Identification No.)

1600 West Merit Parkway

    

South Jordan, Utah

84095

(Address of principal executive offices)

(Zip Code)

(801) 253-1600

(Registrant's telephone number, including area code)

N/A

(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 (17 CFR 240.13e-4(c))

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

Title of each class

    

Trading Symbol(s)

    

Name of each exchange on which registered

Common Stock, no par value

MMSI

NASDAQ Global Select Market System

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

The Board of Directors of Merit Medical Systems, Inc. (“Merit”) appointed Joseph C. Wright as President of Merit, effective as of May 15, 2024. In connection with Mr. Wright’s appointment, Fred P. Lampropoulos resigned as President of Merit. Mr. Lampropoulos will continue to serve as Merit’s Chief Executive Officer.

Prior to his appointment as President of Merit, Mr. Wright was serving as Merit’s Chief Commercial Officer. He held previous positions at Merit including (a) President, International Division, (b) President, Technology Group – overseeing Merit OEM, Merit Sensor Systems, Inc. and Merit’s coating division, (c) Vice President of Marketing, and (d) Vice President, International Division – responsible for sales in Canada, Asia Pacific, and Latin America. Before joining Merit, Mr. Wright held sales, marketing and business development positions with several companies, including Motorola and Micron. He holds Bachelor of Arts and Masters of Business Administration degrees from Columbia University. Mr. Wright, 54, is the brother-in-law of Mr. Lampropoulos, Chief Executive Officer and Chairman of the Board of Directors of Merit.

In connection with Mr. Wright’s appointment as President, the Compensation Committee of Merit’s Board of Directors increased his annual base salary to $750,000, increased his target rate under Merit’s Executive Bonus Plan to 50%, and granted to him a one-time award of restricted stock units with a value equal to $475,000.

Item 8.01. Other Events.

Merit’s press release announcing the appointment of Mr. Wright as Merit’s President is attached hereto as Exhibit 99.1. The information contained in Exhibit 99.1 is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

Item 9.01.  Financial Statements and Exhibits.

(d)            Exhibits

EXHIBIT NUMBER

    

DESCRIPTION

99.1

Press Release, dated May 15, 2024, entitled “Merit Medical Executive Leadership Team Update”

104

The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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SIGNATURES

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.

MERIT MEDICAL SYSTEMS, INC.

Date: May 16, 2024

By:

/s/ Brian G. Lloyd

Brian G. Lloyd

Chief Legal Officer and Corporate Secretary

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