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
|
April
12, 2017 |
| Date of report (Date of earliest event reported) |
|
Surmodics, Inc. |
| (Exact Name of Registrant as Specified in its Charter) |
|
Minnesota |
0-23837 |
41-1356149 |
||
|
(State of Incorporation)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.) |
|
9924 West 74th Street Eden Prairie, Minnesota |
55344 |
|
| (Address of Principal Executive Offices) | (Zip Code) |
|
(952) 500-7000 |
| (Registrant’s Telephone Number, Including Area Code) |
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):
⃞ 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))
| Item 5.02. |
Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On April 12, 2017, the Board of Directors of Surmodics, Inc. (the “Company”) appointed Lisa Wipperman Heine, 53, to serve as a director of the Company, effective immediately. In connection with this appointment, the Board also increased the size of the Board from six to seven members. Ms. Heine will serve on the Organization and Compensation Committee, and the Corporate Governance and Nominating Committee of the Board. There are no arrangements or understandings between Ms. Heine and any other persons pursuant to which Ms. Heine was appointed a director of the Company, nor does she have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Ms. Heine will be compensated for her services on the Board in accordance with the Company’s Board Compensation Policy (the “Policy”). Pursuant to the Policy, Ms. Heine will receive an annual cash retainer of $35,000 for her service on the board, $5,000 for her service on the Organization and Compensation Committee, and $4,000 for her service on the Corporate Governance and Nominating Committee. In addition to the cash retainers, Ms. Heine was granted an equity award having a grant date fair value of $60,000, one-half of such award in the form of a nonqualified stock option to purchase shares of the Company’s common stock and the other half in the form of restricted stock units. The equity awards vest ratably on a monthly basis and will become fully vested on the earlier of the 12-month anniversary of the grant date, or the date of the next year’s annual meeting.
On April 17, 2017, the Company issued a press release announcing Ms. Heine’s appointment as a director of the Company. A copy of the press release is attached as an exhibit hereto.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
Exhibit Number |
Description | ||
| 99.1 | Press Release dated April 17, 2017 |
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.
|
|
SURMODICS, INC. |
||
|
|
|||
| Date: | April 17, 2017 |
|
/s/ Bryan K. Phillips |
|
Bryan K. Phillips |
|||
|
Sr. Vice President, General Counsel and Secretary |
EXHIBIT INDEX
|
Exhibit |
||
|
Number |
Description |
|
|
99.1 |
Press Release dated April 17, 2017 |
Exhibit 99.1
Surmodics Appoints Lisa Wipperman Heine to Its Board of Directors
EDEN PRAIRIE, Minn.--(BUSINESS WIRE)--April 17, 2017--Surmodics, Inc. (Nasdaq: SRDX), a leading provider of medical device and in vitro diagnostic technologies to the healthcare industry, today announced the addition of Lisa Wipperman Heine to the Company’s Board of Directors, effective on April 12, 2017.
Ms. Wipperman Heine has spent over 25 years in leadership positions in the medical device industry. She is currently the Chief Operating Officer at Mitralign, an innovator in transcatheter tricuspid and mitral valve therapies. Prior to joining Mitralign, Wipperman Heine was the Founder and Principal at deArca Strategic Solutions, LLC, a consulting firm focused on helping medtech companies assess, develop and execute strategies related to market opportunities and technology adoption. She has also served in multiple leadership roles at Covidien, Inc., including Global Vice President of Medical Affairs for Vascular Therapies. During her tenure at Covidien, Wipperman Heine helped drive the strategy in support of a $1.7B business and was also responsible for leading the strategy and operations of Clinical Affairs, Healthcare Economics, Policy and Reimbursement and Medical Education functions. Wipperman Heine received her M.S. degree from the University of Manitoba and her B.A. degree from St. Olaf College.
“We are pleased that Lisa Wipperman Heine will be joining our board,” said Gary Maharaj, President and Chief Executive Officer. “Lisa brings a broad range of experience in strategic roles and in developing devices for vascular repair, and we look forward to her contributions as we continue to work toward achieving our goal of improving the lives of patients. She joins Surmodics at an exciting time as we are preparing to deliver on many milestones including advancing our pipeline products in clinical trials.”
“I am honored to join a company that is focused on creating life changing products for patients,” said Lisa Wipperman Heine. “Surmodics continues to differentiate itself as a leader in the medical device sector with an evolving business model, and I look forward to providing additional insight as the company continues to grow and build out its business.”
About Surmodics, Inc.
Surmodics is the global leader in surface modification technologies for intravascular medical devices and a leading provider of chemical components for in vitro diagnostic (IVD) tests and microarrays. Following two recent acquisitions of Creagh Medical and NorMedix, the Company is executing a key growth strategy for its medical device business by expanding to offer total intravascular product solutions to its medical device customers. The combination of proprietary surface technologies, along with enhanced device design, development and manufacturing capabilities, enables Surmodics to significantly increase the value it offers with highly differentiated intravascular solutions designed and engineered to meet the most demanding requirements. With this focus on offering total solutions, Surmodics’ mission remains to improve the detection and treatment of disease. Surmodics is headquartered in Eden Prairie, Minnesota. For more information about the company, visit www.surmodics.com. The content of Surmodics’ website is not part of this press release or part of any filings that the company makes with the SEC.
CONTACT:
Surmodics, Inc.
Andy LaFrence, 952-500-7000
ir@surmodics.com