Item 1.01. Entry into a Material Definitive Agreement.
On May 15, 2024, Merit Medical Systems, Inc. (“Merit”) entered into an indemnification agreement (the “Indemnification Agreement”) with Silvia M. Perez in connection with her election as a director of Merit. The Indemnification Agreement is in substantially the same form as the indemnification agreements entered into between Merit and each of its existing directors and previously filed with the U.S. Securities and Exchange Commission.
In general, the Indemnification Agreement provides that Merit will indemnify Ms. Perez, to the fullest extent permitted by applicable law, against all expenses, and liabilities of any type whatsoever actually and reasonably incurred in connection with her service to, or at the request of, Merit. This indemnification is only available if she acted in good faith and in a manner she reasonably believed to be in or not opposed to the best interests of Merit, and with respect to any criminal action or proceeding, she had no reasonable cause to believe her conduct was unlawful.
In addition and subject to certain limitations, the Indemnification Agreement provides for the advancement of expenses incurred by Ms. Perez in connection with any proceeding covered by the Indemnification Agreement. In order to obtain such advancement, she must provide Merit with an undertaking to repay all amounts if it is ultimately determined that she is not entitled to indemnification for such expenses.
The Indemnification Agreement does not exclude any other rights to indemnification or advancement of expenses to which Ms. Perez may be entitled, including any rights arising under applicable law, Merit’s articles of incorporation and bylaws, any other agreement, a vote of shareholders or resolution of directors, or otherwise.
The foregoing summary is qualified in its entirety by reference to the Indemnification Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated in this Item 1.01 by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors: Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Executive Compensation Arrangements
At Merit’s 2024 Annual Meeting of Shareholders (“Annual Meeting”) held on May 15, 2024, Merit’s shareholders approved an amendment to Merit’s 2018 Long-Term Incentive Plan (the “Incentive Plan”), to increase the number of authorized shares reserved for issuance under the Incentive Plan by 3,000,000 shares. A description of the Incentive Plan, the amendment and related matters is set forth in Merit’s definitive proxy statement on Form DEF 14A filed with the U.S. Securities and Exchange Commission on April 2, 2024 (the “Proxy Statement”) and is incorporated herein by reference. Merit’s Board of Directors (the “Board”) previously approved the amendment to the Incentive Plan, subject to receipt of shareholder approval at the Annual Meeting.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 16, 2024, Merit’s Board amended and restated Merit’s Third Amended and Restated Bylaws (as so amended and restated, the “Fourth Amended and Restated Bylaws”), effective immediately. The amendments delineate the rights and responsibilities of the roles of the Chief Executive Officer and President. Previously, Fred P. Lampropoulos was acting as both President and Chief Executive Officer; however, the Board appointed Joseph C. Wright as Merit’s President on May 15, 2024, and Mr. Lampropoulos resigned from that position. Mr. Lampropoulos continues to serve as Merit’s Chief Executive Officer. The amendments principally:
| (i) | Revised Article II Section 2 to allow the Chief Executive Officer rather than the President to call special meetings of the shareholders; |
| (ii) | Revised Article III Section 4 to allow the Chief Executive Officer rather than the President to call special meetings of the Board; |
