Document
false0001114483 0001114483 2020-05-20 2020-05-20
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 20, 2020
 
 
itgrlogo20190925a11.jpg
INTEGER HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
_____________________________________
Delaware
 
1-16137
 
16-1531026
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

5830 Granite Parkway,
Suite 1150
Plano,
Texas
 
75024
(Address of principal executive offices)
 
(Zip Code)
(214) 618-5243
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. below):
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, itgrlogo20190925a11.jpg
INTEGER HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
_____________________________________
Delaware
 
1-16137
 
16-1531026
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

5830 Granite Parkway,
Suite 1150
Plano,
Texas
 
75024
(Address of principal executive offices)
 
(Zip Code)
(214) 618-5243
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. below):
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, $0.001 par value per share
 
ITGR
 
New York Stock Exchange
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 5.07. Submission of Matters to a Vote of Security Holders.
The 2020 Annual Meeting of Stockholders of Integer Holdings Corporation (the “Company”) was held on May 20, 2020. At the 2020 Annual Meeting, stockholders approved each of management’s proposals, which consisted of: (i) the election of nine (9) directors, all of whom were then serving as directors of the Company, for a term of one (1) year and until their successors are elected and qualified; (ii) the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for fiscal year 2020; and (iii) the approval, on an advisory basis, of the compensation of the Company’s named executive officers.
The voting results for each proposal, including the votes for and against or withheld, and any abstentions or broker non-votes, are described below. Abstentions and broker non-votes (if applicable) were counted for purposes of determining whether a quorum was present, but were not treated as votes cast. Therefore, abstentions and broker non-votes did not have the effect of a vote for or against such proposal and were not counted in determining the number of votes required for approval. The following table reflects the tabulation of the votes with respect to each director who was elected at the 2020 Annual Meeting:
Name:
 
Shares FOR:
 
Shares WITHHELD:
 
Broker
NON VOTE:
Pamela G. Bailey
 
28,941,026
 
1,636,183

 
1,106,918
Joseph W. Dziedzic
 
29,890,908
 
686,301

 
1,106,918
James F. Hinrichs
 
30,068,528
 
508,681

 
1,106,918
Jean Hobby
 
30,126,168
 
451,041

 
1,106,918
M. Craig Maxwell
 
30,132,612
 
444,597

 
1,106,918
Filippo Passerini
 
30,156,310
 
420,899

 
1,106,918
Bill R. Sanford
 
28,945,831
 
1,631,378

 
1,106,918
Donald J. Spence
 
29,815,957
 
761,252

 
1,106,918
William B. Summers, Jr.
 
29,046,070
 
1,531,139

 
1,106,918
The following table reflects the tabulation of the votes with respect to the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of Integer Holdings Corporation for fiscal year 2020:
FOR:
30,198,071

AGAINST:
1,473,862

ABSTAINED:
12,194

The following table reflects the tabulation of the votes with respect to the approval, on an advisory basis, of the compensation of Integer Holdings Corporation’s named executive officers:
FOR:
29,755,505

AGAINST:
797,253

ABSTAINED:
24,451

Broker NON-VOTE:
1,106,918




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.
Date:
May 20, 2020
INTEGER HOLDINGS CORPORATION
 
 
 
 
 
 
 
By:
/s/ Elizabeth K. Giddens
 
 
 
 
Elizabeth K. Giddens
 
 
 
 
Senior Vice President,
 
 
 
 
General Counsel & Corporate Secretary
 


 
ITGR
 
New York Stock Exchange
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 5.07. Submission of Matters to a Vote of Security Holders.
The 2020 Annual Meeting of Stockholders of Integer Holdings Corporation (the “Company”) was held on May 20, 2020. At the 2020 Annual Meeting, stockholders approved each of management’s proposals, which consisted of: (i) the election of nine (9) directors, all of whom were then serving as directors of the Company, for a term of one (1) year and until their successors are elected and qualified; (ii) the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for fiscal year 2020; and (iii) the approval, on an advisory basis, of the compensation of the Company’s named executive officers.
The voting results for each proposal, including the votes for and against or withheld, and any abstentions or broker non-votes, are described below. Abstentions and broker non-votes (if applicable) were counted for purposes of determining whether a quorum was present, but were not treated as votes cast. Therefore, abstentions and broker non-votes did not have the effect of a vote for or against such proposal and were not counted in determining the number of votes required for approval. The following table reflects the tabulation of the votes with respect to each director who was elected at the 2020 Annual Meeting:
Name:
 
Shares FOR:
 
Shares WITHHELD:
 
Broker
NON VOTE:
Pamela G. Bailey
 
28,941,026
 
1,636,183

 
1,106,918
Joseph W. Dziedzic
 
29,890,908
 
686,301

 
1,106,918
James F. Hinrichs
 
30,068,528
 
508,681

 
1,106,918
Jean Hobby
 
30,126,168
 
451,041

 
1,106,918
M. Craig Maxwell
 
30,132,612
 
444,597

 
1,106,918
Filippo Passerini
 
30,156,310
 
420,899

 
1,106,918
Bill R. Sanford
 
28,945,831
 
1,631,378

 
1,106,918
Donald J. Spence
 
29,815,957
 
761,252

 
1,106,918
William B. Summers, Jr.
 
29,046,070
 
1,531,139

 
1,106,918
The following table reflects the tabulation of the votes with respect to the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of Integer Holdings Corporation for fiscal year 2020:
FOR:
30,198,071

AGAINST:
1,473,862

ABSTAINED:
12,194

The following table reflects the tabulation of the votes with respect to the approval, on an advisory basis, of the compensation of Integer Holdings Corporation’s named executive officers:
FOR:
29,755,505

AGAINST:
797,253

ABSTAINED:
24,451

Broker NON-VOTE:
1,106,918




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.
Date:
May 20, 2020
INTEGER HOLDINGS CORPORATION
 
 
 
 
 
 
 
By:
/s/ Elizabeth K. Giddens
 
 
 
 
Elizabeth K. Giddens
 
 
 
 
Senior Vice President,
 
 
 
 
General Counsel & Corporate Secretary
 




v3.20.1
Cover
May 20, 2020
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 20, 2020
Entity Registrant Name INTEGER HOLDINGS CORPORATION
Entity Incorporation, State or Country Code DE
Entity File Number 1-16137
Entity Tax Identification Number 16-1531026
Entity Address, Address Line One 5830 Granite Parkway,
Entity Address, Address Line Two Suite 1150
Entity Address, City or Town Plano,
Entity Address, State or Province TX
Entity Address, Postal Zip Code 75024
City Area Code 214
Local Phone Number 618-5243
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.001 par value per share
Trading Symbol ITGR
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001114483
Amendment Flag false